Agenda packet — Finance Committee, February 28, 2022 (part 1 of 3)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE / COUNCIL WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Monday, February 28, 2022 at 3:00 PM
*Roll Call: David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
Alternates: Jenny Kenoyer, Tony Madrigal, Chris Ricci, Sue Zwahlen * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in.

THIS MEETING WILL NOT BE PHYSICALLY OPEN TO THE PUBLIC
In order to minimize the spread of the COVID-19 virus, this meeting will be conducted pursuant to AB 361, which amended the Brown Act’s teleconferencing provisions and will not be physically open to the public. You may observe and participate in the meeting via teleconference as indicated below.

PARTICIPATING IN COMMITTEE MEETINGS IN CONFORMANCE
WITH AB 361
The City of Modesto is providing alternatives to observe and participate in Committee meetings.

If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received by 2:00 p.m. on the day of the meeting. - 1 -
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VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view and participate in Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 869 4597 0570
 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326
Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
 City staff will unmute your microphone when it is your turn to provide public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.

USING A REGULAR PHONE (not using a computer or smart phone APP):
 Dial *9 (star 9), this will notify City staff that you have “raised your hand” for public comment.
 City staff will unmute your microphone when it is your turn to provide public comment.
 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again. - 2 -
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 If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.

Additional Zoom resources/support
Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
https://support.zoom.us/hc/en-us/categories/201146643

PUBLIC COMMENTS
Please refer to special public comment instructions above.

Three minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Committee members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee member prior to this meeting for study. Unless some member of the audience or Committee member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

Any and all of the following agenda items are subject to action by the Modesto City Council.

This Agenda is on file at the Modesto-Stanislaus Library Reference Room, 1500 I Street, Modesto, in the City Clerk’s Office, Sixth Floor, 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to - 3 -
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participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee member.

1. Consider approving the recommended budget adjustments to Fiscal Year 2021-22 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
BUDGET; Steve Christensen, 209-577-5390, [email protected]

2. Consider adopting the 2022 State and Federal Legislative Priorities, and authorizing the City Manager, or his designee, to carry out the necessary steps to help the city achieve the identified priorities, and forwarding to Council for approval. (Funding Source: Not Applicable)
CITY MANAGER; Edgar Garcia, 209-571-5101, [email protected]

3. Consider accepting an informational report on the November and December 2021 grant applications and awards and forwarding to Council for approval. (Funding Source: Not Applicable)
FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]

4. Consider approving the submission of the City’s Local Transportation Funds Fiscal Year 2021-2022 Claim for Non-Motorized Purposes (bike lanes and pedestrian pathways and local streets and roads interest) in the amount of $503,707 to the Stanislaus Council of Governments (StanCOG); amending the Fiscal Year 2021-22 Capital Improvement Program Budget in an amount not to exceed $503,707 and forwarding to Council for approval. (Funding Source: Local Transportation Funds) FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]

5. Consider approving a First Amendment with Badger Meter, Inc. for the purchase of Badger water meters, automated meter readers, and related parts from an annual amount of $600,880 to a new estimated annual amount of $1,500,880 and a total revised amount not to exceed from $3,059,022 to $7,504,400 over five years, authorizing the Director of Finance, or her designee, the ability to add parts based on the Department’s needs, ensuring the total cost does not exceed the authorized amount, and forwarding to Council for approval. (Funding Source: Water Fund) FINANCE DEPARTMENT; Cynthia Kline, 209-577-5412, [email protected]

6. Consider approving the competitive bidding process from Sourcewell (formerly National Joint Powers Alliance) with Kenworth Truck Company under authorized - 4 -
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dealer with NorCal Kenworth-Bay Area, San Leandro, CA, for a Kenworth Cab and Chassis Truck for a total amount not to exceed $148,510; and approving the competitive bidding process from BuyBoard Cooperative Purchasing with Cooper Equipment, Company, San Antonio, TX, for a Slurry Tank for a total amount not to exceed $279,034 and forwarding to Council for approval. (Funding Source: Surface Transportation Fund)
FINANCE DEPARTMENT; Cynthia Kline, 209-577-5412, [email protected]

7. Consider reissuing new bids for Request for Bid (RFB) No. 1819-49RB for Seven Stake Side Dump Trucks and RFB 1920-83 for One-Ton Utility Truck and authorizing staff to reissue the RFB’s at a future date when approved by the City Manager, and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund) FINANCE DEPARTMENT; Cynthia Kline, 209-577-5412, [email protected]

8. Consider approving a list of projects to be funded with Road Repair and Accountability Act tax proceeds in Fiscal Year 2022-2023, and forwarding to Council for approval. (Funding Source: Senate Bill 1 Funds)
PUBLIC WORKS; Steve Fischio, 209-342-2222, [email protected]

9. Consider authorizing the submittal of a grant application to the California Department of Water Resources’ Urban and Multi-Benefit Drought Relief Grant Program for the Well 312 Treatment System & Flush Line Project, and forwarding to Council for approval. (Funding Source: Water Fund)
UTILITIES; Robert Davalos, 209-571-5869, [email protected]

10. Consider approving an Agreement with O’Dell Engineering, Modesto, CA, for Engineering Design Services for the Sonoma Sewer Trunk Phases 3 and 4 Projects in the amount of $72,600.00 for the identified scope of services, plus $7,260.00 in additional services, if needed, for a total amount not to exceed $79,860.00, and forwarding to Council for approval. (Funding Source: Wastewater) UTILITIES; Jesse Franco, 209-571-5175, [email protected]

WRITTEN COMMUNICATIONS

UNFINISHED BUSINESS

11. Consider accepting an informational update on the 2020-2025 Strategic Plan (Funding Source: Not Applicable)
CITY MANAGER; Edgar Garcia, 209-571-5101, [email protected]

12. Consider accepting “SB 1383 Collection Program and Compliance Options” report, accepting the recommended waste collection method therein, and forwarding to Council for approval. (Funding Source: Solid Waste Fund, Compost Fund) PUBLIC WORKS; Myriah Hill, 209-577-5458, [email protected] - 5 -
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NEW BUSINESS

13. Consider accepting the informational Fiscal Year 2021-22 General Fund Update Report and forwarding the report and the recommended budget adjustments to major General Fund revenues on to Council for acceptance and approval. (Funding Source:

General Fund)
BUDGET; Stephan Christensen, 209-577-5390, [email protected]

14. Consider amending the Position Allocation Plan in three Departments: adding one Administrative Office Assistant III allocation in the Modesto Fire Department; and reallocating two Senior Utility Service Workers to two Senior Plant Mechanics, three Plant Mechanic Trainees to three Plant Mechanic II’s, eliminating two Utilities Service Worker III’s, and amending the salary range of the Plant Maintenance Planner from 134 to 136 in the Utilities Department; and allocating two limited-term Administrative Analyst II’s, and reallocating one Housing Rehabilitation Specialist to a Community Development Program Specialist in the Community and Economic Development Department; and forwarding to Council for approval. (Funding Source: Various Funds) HUMAN RESOURCES; Christina Alger, 209-571-5126, [email protected]

MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the Committee and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 28, 2022
Date: February 8, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – February 2022 CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

Consider approving the recommended budget adjustments to Fiscal Year 2021-22 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

Each month staff presents a variety of budget adjustments requiring the approval of the City Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they are included as an attachment to this report (Exhibit A). As in past reports, adjustments are segregated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager consistent with the recent change in authority levels that was approved by Council with the passing of the Fiscal Year 2019-20 Operating Budget via Resolution No. 2019-305.
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Finance Committee, February 28, 2022
Monthly Budget Adjustment Report – February 2022

Page 2 of 2 ends

DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A.

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2021-22.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Monthly Budget Adjustment Report

EXHIBIT A
FISCAL YEAR 2021-22

COMMUNITY & ECONOMIC DEVELOPMENT
 A budget adjustment in the amount of $50,000 is needed to increase the revenue, expense and transfer budgets for project 101296 – Boys and Girls First Tee. The increase in budget is for staff time and administrative expenses. When the project budgets were approved, these items were not included. These increases will be funded by Housing and Urban Development (HUD) Community Development Block Grant funding.
 A budget adjustment in the amount of $55,000 is needed to increase the revenue, expense and transfer budgets for project 100866 – Senior Playground. The increase in budget is for staff time and administrative expenses. When the project budgets were approved, these items were not included. These increases will be funded by Housing and Urban Development (HUD) Community Development Block Grant funding.

FIRE DEPARTMENT
 A budget adjustment is necessary to increase both the revenue and expenditure budgets for the newly created General Fund (0100) cost center 18214 (MFD - Fire Services for Turlock) for the Turlock Fire Services contract amounts for the remainder of the current Fiscal Year. This adjustment will increase the revenue budget in the cost center by $126,555 in account 42410 (Intergov - Local - City of Turlock) to collect the revenue from Turlock for administrative fire services provided per the contract. The expenditure budget will increase by $107,805 in the cost center in accounts 51401 (Budget Only - Salary Adjustment - New Position) and 51901 (Budget Only - Benefit Adjustment - New Position) to cover the costs of the Deputy Fire Chief position for the remainder of the fiscal year.

UTILITIES
 A budget adjustment in the amount of $236,000 is needed to increase the expense budget for the MID Surface Water Treatment & Delivery Agreement Cost Center – 45070 within Water Fund 4100. The increase in budget is for the principal repayments of the 2007 F Bonds. The increase in budget will come from the Water Fund 4100 fund balance as there are sufficient funds available.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2021/22
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Accou
nt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-089 CM 0100 General Fund CMO - City Manager's
Office
Budget Only - Salary Adjustment
- Decrease Exp $ (17,500) (4,200) $ $ (21,700)
AT-089 CM 0100 General Fund CMO - City Manager's
Office
Budget Only - Benefit
Adjustment - Decrease Exp $ (7,500) (1,800) $ $ (9,300) AT-089 CM 0100 General Fund CMO - City-wide
Organization & Dues Membership and Dues Exp $ 196,000 6,000 $ $ 202,000 AT-097 BM 0100 General Fund CMO - City Manager's
Office
Budget Only - Salary Adjustment
- Decrease Exp $ (21,700) (7,000) $ $ (28,700)
AT-097 BM 0100 General Fund CMO - City Manager's
Office
Budget Only - Benefit
Adjustment - Decrease Exp $ (9,300) (3,000) $ $ (12,300) AT-097 BM 0100 General Fund CMO - City Manager's
Office Office Supplies Exp $ 7,246 10,000 $ $ 17,246
AT-098 DD 0100 General Fund FIN - Purchasing Budget Only - Salary Adjustment Decrease Exp $ - (10,290) $ $ (10,290)
AT-098 DD 0100 General Fund FIN - Purchasing Budget Only - Benefit Adjustment Decrease Exp $ - (4,410) $ $ (4,410)
AT-098 DD 0100 General Fund FIN - Purchasing Professional Services Exp $ 8,411 14,700 $ $ 23,111 AT-099 DD 0100 General Fund PRN - Convention & Visitors Bureau Professional Services Exp $ 366,569 (366,569) $ $ - AT-099 DD 0100 General Fund PRN - Convention & Visitors Bureau
Intergovernmental Services -
Other Exp $ - 366,569 $ $ 366,569
AT-101 CM 0100 General Fund Transfer Out General Fund
0100 Transfer Out to Fund 4550 TO $ 44,864 (44,864) $
AT-101 CM 0100 General Fund Transfer Out General Fund
0100 Transfer Out to Fund 5400 TO $ - 5,000 $ $ 5,000
AT-102 DD 0100 General Fund CED - Building Safety Budget Only - Salary Adjustment - Decrease Exp $ - (105,000) $ $ (105,000)
AT-102 DD 0100 General Fund CED - Building Safety Budget Only - Benefit Adjustment - Decrease Exp $ - (45,000) $ $ (45,000)
AT-102 DD 0100 General Fund CED - Building Safety Professional Services Exp $ 25,016 150,000 $ $ 175,016 AT-104 CM 0100 General Fund CMO - City Manager's
Office
Budget Only - Salary Adjustment
- Decrease Exp $ (28,700) (42,000) $ $ (70,700)
AT-104 CM 0100 General Fund CMO - City Manager's
Office
Budget Only - Benefit
Adjustment - Decrease Exp $ (12,300) (18,000) $ $ (30,300) AT-104 CM 0100 General Fund CMO - City Manager's
Office Professional Services Exp $ 70,000 60,000 $ $ 130,000 Total Changes for Fund 0100 $ 621,106 $ (39,864) $ 581,242 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1359 Rev $ 691,519 (134,338) $ $ 557,181 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1403 Rev $ - 11,424 $ $ 11,424 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1404 Rev $ - 10,523 $ $ 10,523 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1405 Rev $ - 10,340 $ $ 10,340 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1406 Rev $ - 11,744 $ $ 11,744 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1407 Rev $ - 10,502 $ $ 10,502 A budget adjustment of $6,000 is necessary to move salary savings to Membership and Dues to cover a sponsorship payment to Love Modesto.

A budget adjustment of $10,000 is necessary to move salary savings to Office Supplies to cover unbudgeted Zoom expenses and FT meals.

A budget adjustment of $14,700 is necessary to move salary savings from a vacant buyer position to Professional Services in order to cover a legal service invoice that was not budgeted in FY22.

A budget adjustment is necessary to move the budget for the Convention & Visitors Bureau payments from the professional services account to the Intergovernmental Services - Other account as the actual payments are being paid from this account.

There is no change to the overall budget within the cost center.

A budget adjustment of $150,000 is necessary to move salary savings to Professional Services for consultant costs in Building Safety due to inspector vacancies and an increase in development activity. Council passed resolution 2021-397 increasing the annual contract limit for both 4-Leaf and Interwest to $400,000 each in anticipation of an increased need of assistance.

A budget adjustment of $60,000 is necessary to move Salary and Benefit savings from the vacant Community and Media Relations Officer position to Professional Services in order to cover Slate and recruitment expenses. Slate will be providing services until the Legislative Affairs and Media position is filled in March. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2021/22
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Accou
nt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1408 Rev $ - 10,823 $ $ 10,823 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1409 Rev $ - 10,603 $ $ 10,603 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1410 Rev $ - 11,377 $ $ 11,377 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1411 Rev $ - 11,095 $ $ 11,095 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1412 Rev $ - 6,279 $ $ 6,279 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1413 Rev $ - 8,600 $ $ 8,600 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1414 Rev $ - 10,280 $ $ 10,280 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm Federal Intergov - Activity 1415 Rev $ - 10,748 $ $ 10,748 AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1359
AD Exp $ 21,039 (11,008) $ $ 10,031
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1403
AD Exp $ - 1,424 $ $ 1,424
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1404
AD Exp $ - 523 $ $ 523
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1405
AD Exp $ - 340 $ $ 340
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1406
AD Exp $ - 1,744 $ $ 1,744
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1407
AD Exp $ - 502 $ $ 502
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1408
AD Exp $ - 823 $ $ 823
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1409
AD Exp $ - 603 $ $ 603
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1410
AD Exp $ - 1,377 $ $ 1,377
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1411
AD Exp $ - 1,095 $ $ 1,095
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1412
AD Exp $ - 835 $ $ 835
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1413
AD Exp $ - 714 $ $ 714
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1414
AD Exp $ - 280 $ $ 280
AT-088 BM 1130 CDBG Direct Program 101256 - Small Business Assistance Prgm
Services Interfund - Activity 1415
AD Exp $ - 748 $ $ 748
Total Changes for Fund 1130 $ 712,558 $ - $ 712,558
AT-103 DD 1341 Grants/Operation Reimbursed City/County Payment Program FY20-21 Recycle Grant Expenses Exp $ - 165 $ $ 165 AT-103 DD 1341 Grants/Operation Reimbursed City/County Payment Program FY20-21 Beverage Container Collection Exp $ 16,172 165 $ $ 16,337 Total Changes for Fund 1341 $ 16,172 $ 330 $ 16,502
A budget adjustment is necessary to clean up the project budget in order to close the project. There is no change to the total amount budgeted.

A budget adjustment in the amount of $165 is needed to recognize interest received and establish expenditure appropriations in equal amount. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2021/22
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Accou
nt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-100 BM 1380 Non-Capital Parks Fund (NonGrant)
100880 - Fund Dev/Special
Projects
Misc. Donations/Contributions -
Non-Intergov Rev $ 14,844 12,260 $ $ 27,104
AT-100 BM 1380 Non-Capital Parks Fund (NonGrant)
100880 - Fund Dev/Special
Projects Professional Services Exp $ 14,044 12,260 $ $ 26,304 Total Changes for Fund 1380 $ 28,888 $ 24,520 $ 53,408
AT-092 BM 3130 Parks Fund Transfer Out Parks Fund
3130 Transfer Out to Fund 3150 TO $ - 10,000 $ $ 10,000 A budget adjustment is necessary to establish the transfer out from the Parks Fund 3130 to Project 101289 and increase the expense budget. The increase in budget for the project is needed for the purchase of playground equipment. The transfer will come from Parks Fund 3130 reserves where sufficient funds are available.

AT-093 BM 3130 Parks Fund 101376 - Parks Partners
2021
Misc. Donations/Contributions -
Non-Intergov Rev $ - 5,000 $ $ 5,000
AT-093 BM 3130 Parks Fund 101376 - Parks Partners
2021
Lloyd Stueve Memorial Bench -
CON Exp $ - 5,000 $ $ 5,000
Total Changes for Fund 3130 $ - $ 20,000 $ 20,000
AT-096 BM 3160 Capital Grants - Streets CIP
Projects
Pelandale Interchange -
Phase 2 EDA-CFF-Eng./Design/Admin Exp $ 253,755 (48,906) $ $ 204,849 AT-096 BM 3160 Capital Grants - Streets CIP
Projects
Pelandale Interchange -
Phase 2
CC-STIP-LA-R/W Support-Land
Acquisition Exp $ 82,049 (6,653) $ $ 75,396
AT-096 BM 3160 Capital Grants - Streets CIP
Projects
Pelandale Interchange -
Phase 2
CC-CFF-DesignEng./Design/Admin Exp $ 150,608 52,018 $ $ 202,626 AT-096 BM 3160 Capital Grants - Streets CIP
Projects
Pelandale Interchange -
Phase 2 CC-STIP-UC-R/W Support Exp $ 16,698 3,541 $ $ 20,239 Total Changes for Fund 3160 $ 503,110 $ - $ 503,110
AT-092 BM 3150 Capital Grants - Parks CIP
Projects
101289 - Revard Pk
Playground Reno Transfer In from Fund 3130 TI $ - 10,000 $ $ 10,000 AT-092 BM 3150 Capital Grants - Parks CIP
Projects
101289 - Revard Pk
Playground Reno AUC-CON - Construction Exp $ 72,952 10,000 $ $ 82,952 Total Changes for Fund 3150 $ 72,952 $ 20,000 $ 92,952
AT-091 BM 3170 CDBG Capital Projects 101288 - Mellis Park Splash Pad Eng./Design/Admin Exp $ 25,000 (25,000) $ $ - A budget adjustment is necessary to close this project. Park improvements will be funded by a State grant.

Total Changes for Fund 3170 $ 25,000 $ (25,000) $ -
AT-101 CM 4550 Bus Fixed Route - Altern
Transportation Fund
Municipal TAXI Program
Administration Transfer In from Fund 0100 TI $ 44,864 (44,864) $ $ - AT-101 CM 4550 Bus Fixed Route - Altern
Transportation Fund
Municipal TAXI Program
Administration Professional Services Exp $ 10,000 (10,000) $ $ - AT-101 CM 4550 Bus Fixed Route - Altern
Transportation Fund
Municipal TAXI Program
Administration Legal Services Exp $ 2,000 (2,000) $ $ - AT-101 CM 4550 Bus Fixed Route - Altern
Transportation Fund
Municipal TAXI Program
Administration Services City Forces - Interfund Exp $ 32,061 (32,061) $ $ - AT-101 CM 4550 Bus Fixed Route - Altern
Transportation Fund
Municipal TAXI Program
Administration
ISF - Fleet Operating and
Maintenance Exp $ 803 (803) $ $ -
Total Changes for Fund 4550 $ 89,728 $ (89,728) $ -
A budget adjustment is necessary to establish the transfer out from the Parks Fund 3130 to Project 101289 and increase the expense budget. The increase in budget for the project is needed for the purchase of playground equipment. The transfer will come from Parks Fund 3130 reserves where sufficient funds are available.

A budget adjustment is necessary to recognize the $5,000 personal donation for Lloyd Stueve Memorial Bench and allocate to a newly created expense task within a project.

A budget adjustment is necessary to re-allocate funds within the Pelandale Phase 2 project tasks. The change is needed to account for Amendment #6 with Dokken Engineering that was recently approved by Council.

A budget adjustment is necessary to increase the Virginia Corridor task on the Fund Development project 100880. The adjustment is needed to account for remaining expenses related to Virginia Corridor in FY 21-22. The increase in expense budget will be offset with funds at the Stanislaus Community Foundation - Virginia Corridor account which has a sufficient fund balance.

A budget adjustment is necessary to move the Taxi Cab Administration budget. The fund 4550 is no longer being used in FY 21-22 as it is a Transit fund and the budget needs to be moved. In discussion with staff, it was determined the budget should be moved to the Fleet Management Fund. In addition, the budget is being reduced from $44,864 to $5,000. In reviewing the previous history based on actuals, it was determined the entire budget was not being utilized during the fiscal year and should be reduced.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2021/22
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Accou
nt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-101 CM 5400 Fleet Management Fund Fleet Municipal TAXI Program Administration Transfer In from Fund 0100 TI $ - 5,000 $ $ 5,000 AT-101 CM 5400 Fleet Management Fund Fleet Municipal TAXI Program Administration Professional Services Exp $ - 4,197 $ $ 4,197 AT-101 CM 5400 Fleet Management Fund Fleet Municipal TAXI Program Administration
ISF - Fleet Operating and
Maintenance Exp $ - 803 $ $ 803
Total Changes for Fund 5400 $ - $ 10,000 $ 10,000
A budget adjustment is necessary to move the Taxi Cab Administration budget. The fund 4550 is no longer being used in FY 21-22 as it is a Transit fund and the budget needs to be moved. In discussion with staff, it was determined the budget should be moved to the Fleet Management Fund. In addition, the budget is being reduced from $44,864 to $5,000. In reviewing the previous history based on actuals, it was determined the entire budget was not being utilized during the fiscal year and should be reduced.
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CITY OF MODESTO

FINANCE COMMITTEE REPORT
DATE OF MEETING:

February 28, 2022
Date: February 1, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Caluha Barnes, Deputy City Manager
SUBJECT: 2022 State and Federal Legislative Priorities
CONTACT: Edgar R. Garcia, Management Analyst, [email protected], 209-571- 5101
DESCRIPTION:

Consider adopting the 2022 State and Federal Legislative Priorities, and authorizing the City Manager, or his designee, to carry out the necessary steps to help the city achieve the identified priorities, and forwarding to Council for approval. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

This project supports the City’s Strategic Commitment to Build a High-Performance Organization, by pursuing new and alternative revenue sources.

BACKGROUND:

The State and Federal Governments allocate several million dollars for municipalities for programs and support with policy adoption on an annual basis. Best practices show that in order to receive funding or favorable legislation, municipalities need to proactively engage with the legislature by taking positions, providing testimony, monitoring legislation, and employing strategic advocacy to help increase the leverage of the organization to receive funds and support. To help the City of Modesto become more active in the creation of legislation and to increase its leverage to receive more state or federal funds, the adoption of legislative priorities communicates the cost and project details to the appropriate entity within the State and Federal government.

A Legislative Platform includes the priorities for each department and helps make clear how legislation can either support or hinder progress of a local initiative. In light of the increasing #2..
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Finance Committee, February 28, 2022
2022 State and Federal Legislative Priorities

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local obligations with issues such as COVID-19 (Coronavirus), homelessness, pensions, housing development, and increasing expectations from residents, Cities are actively seeking additional support from the State and Federal government to meet these obligations. A Legislative Platform is a tool for the City of Modesto to protect and promote the City’s interests on priority programs, legislative proposals, and other regulatory issues by providing a framework that summarizes the City’s position on policy issues, without precluding the consideration of additional legislative and budget issues that arise during a legislative session.

The City Council previously adopted legislative priorities over the course of the last 3 years, and through those priorities that were identified, the City took a position and secured funding through the following bills:
2021 – Successful Initiatives
Appropriations Requests

1. County Island Infrastructure
The California Legislature approved of $5 million for the City of Modesto for County island infrastructure and was directed to the Governor’s Desk. On Tuesday evening, the Governor signed the budget which effectively approved the $5 million for Modesto.

Staff is working with the County to coordinate next steps and identify which area or areas to address.

2. Camp2Home
Camp2Home is an incredible initiative that meets individuals experiencing homelessness where they are and helps them achieve employment and housing. Congressman Harder approved to sponsor this initiative as an appropriations request in the amount of $500k.

This funding continues to be held in the federal legislative process.

3. River Trunk Project
Senator Padilla announced his approved appropriations requests and from an initial list of over 1,000 requests – and the City of Modesto’s request for $4 million to support the River Trunk project was approved. This funding continues to be held in the federal legislative process.

4. State Route 132
In coordination with the County and StanCOG, Congressman Harder approved to sponsor a request of $12 million for Phase 2 design of State Route 132. On July 1, 2021 the House passed the INVEST in America Act – which included the $12m for SR 132 so this appropriation has officially passed the House, but this allocation continues to be held in the Senate.

Sponsored Legislation
 AB 1476 – Beard Brook Park
In coordination with Assembly Member Gray, AB 1476 was approved by the Legislature and signed by the Governor. The bill authorizes the City to sell Beard Brook Park. State legislation was required to sell this property because state grant funds were used for improvements to the park, and the legislation allows the City to obtain a critical piece of land within Tuolumne River Regional Park.
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Finance Committee, February 28, 2022
2022 State and Federal Legislative Priorities

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DISCUSSION:

The State of California is anticipating a significant budget surplus, which means that members of the legislature may have discretionary authority over district projects. This list of legislative priorities will help ensure that the City is positioned to educate the legislature of the priorities and needs across the City of Modesto to help ensure the City receives additional funds and legislation that favors Modesto and the Stanislaus County region. The development of this list of legislative priorities included coordination with city departments to compile the projects and meetings with individual councilmembers to arrive at key priorities that can be supplemented by legislation. Several of the key priorities within the Platform include: mental health, homelessness, park improvements, alternative transportation, water resources, and infrastructure.

The broader legislative strategy for the City will require the adoption of this list of priorities on an annual basis, engaging legislators, taking positions on legislation, and by providing testimony related to the City’s priorities at state or federal committee hearings. In addition, following each legislative session staff will evaluate the successes and overall activity in order to provide this information to the Council.

FISCAL IMPACT:

There is no direct fiscal impact associated with the adoption of the 2022 State and Federal Legislative Platform. However, by educating and informing the State and Federal Legislature, and the Executive Branch for the state and the nation, and employing the legislative strategy outlined above, the City of Modesto would be positioned to receive additional state and federal funds and favorable legislation.

Approved by:

Caluha Barnes, Deputy City Manager
Joseph P. Lopez, City Manager
Attachments:

1. 2022 State and Federal Legislative Platform
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1 City of Modesto
2022
Legislative
Priorities
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3 Message from the City Manager
Joseph P. Lopez
City Manager
The City of Modesto is the 18th largest city in the State of California and is a diverse community dedicated to preserving a great quality of life, improving economic vitality, and maintaining organizational excellence for 220,000 residents. To achieve this, the City works collaboratively with State and Federal stakeholders to help advance the priorities of Modesto.

The following priorities include key critical projects in the areas of mental health, homelessness, alternative transportation, and infrastructure.
 Mental Health: The City intends to launch a pilot initiative to implement a Mental Health Crisis Response System to
address mental health issues in the community through the creation of a community mobile response team.
 Homelessness: The City launched the Camp2Home
initiative focused on helping individuals receive shelter, job training, permanent employment, and permanent housing.
 Park Improvements: Support with enhancing the
Tuolumne River Regional Park and with the development of the Awesome Spot Playground.
 Alternative Transportation: Infrastructure improvements to 9th Street to connect a new neighborhood to community amenities.
 Water Resources: Infrastructure improvements to the Jim Way Basin, and improvements to water quality for the
Grayson community.
 Infrastructure: Helping disadvantaged communities
receive equitable public utilities, access options,
neighborhood aesthetics and standard urban way of living.

I look forward to working with your office to help achieve the City’s priorities.

Sincerely,
Joseph P. Lopez
City Manager
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4 Project Background: Data shows that the Modesto Police Department responded to approximately 19,000 calls for service in 2020 that involved some type of actual or suspected mental health issue. Currently, police officers are the primary resource dispatched to handle these calls regardless of whether safety concerns are present or not. We believe there is a more effective way.

The City of Modesto supports the concept of using the right tool for the right job and believes that utilizing non-police resources (when appropriate) to handle calls for service involving individuals experiencing mental health crises is not just the right thing to do but is also fiscally responsible.

For these reasons, the City is looking to fund a pilot Mental Health Crisis Response System.

This comprehensive three-prong approach focused on using non-sworn crisis workers and medics to handle non-violent mental health calls, pairs mental health clinicians with officers to respond to mental health calls with safety concerns and ensures proper resources to assess threats of violence involving suspects with mental health, drug addiction, and/or extreme ideological issues.

Individuals experiencing mental health crises often end up interacting with law enforcement officers due to the lack of alternative resources to more effectively assist in handling these incidents.

Additionally, those suffering from mental health crises as a result of mental illness and/or drug addiction often find dealing with uniformed police officers to be frightening, distressing, and intimidating. This does not create the ideal environment for de-escalation and has unfortunately led to arrests, use of force, and even deadly encounters that potentially could have been avoided with a more effective resource.

Solution: The City of Modesto is seeking to pilot a comprehensive Mental Health Crisis Response System to address mental health issues in the community through the creation of a community mobile response team and the enhancement of existing support programs. The Mental Health Crisis Response System focuses on the following key components:
 Expanding our ability to deliberately reduce law enforcement encounters with those experiencing mental health crises and better support those in crisis through the creation of a mobile Community Health and Assistance Team (CHAT). The unit will consist of two-person teams staffed by a crisis worker and an emergency medical professional to deal with a wide range of mental health related calls for service.

Mental Health
Mental Health Crisis Response System
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5  Prioritizing the importance of mental health clinicians being present on calls with safety concerns by reinstituting the Modesto Crisis Response Team (MCRT) Program. This program pairs mental health clinicians with sworn police officers who ride together and respond to mental health calls where safety issues are present and would not be appropriate for CHAT to be dispatched to as a primary resource.
 Protecting our community by expanding our threat assessment unit which focuses on threats of violence against citizens, organizations, or institutions in our community (schools, religious venues, businesses) and often involve individuals with mental health, drug addiction, and/or ideological extremism.

Funding Gap: The City is seeking $4 million dollars to help support the implementation of this program. The City is exploring all funding options including partnering with Stanislaus County Behavioral Health and Recovery Services and exploring grants to begin this pilot program. #2..
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6 Economic Development
Quiet Zones
Project Background: The increasing cost of housing across the state is precluding many Californian’s from stable housing, much less homeownership. We know that land is a finite resource and the cost to build on greenfield land is increasingly expensive, not to mention the impacts to municipal services. The City recently completed a Downtown Master Plan, which called for thousands of residential units to be located in the downtown over the next decade or so. These units would be located adjacent to dining, retail, groceries, jobs, transit and other services/amenities desirable to residents. However, the City of Modesto was built around the rail line in the 1870’s and the one square mile of the downtown comprised the original township 150 years ago. The line, still active today, sees more than 30 trains pass through every day. There are 6 crossings in or near the downtown and per FRA regulation the train must sound the horn four times per each crossing. This noise has a large impact on the existing businesses and on future residential development.

Solution: For approximately 10 years the City has contemplated the installation of quiet zone improvements to mitigate the issues raised above and generally improve the atmosphere of the downtown, encourage additional pedestrian activity on each side and improve overall safety. The City commissioned a study in 2016, which analyzed the costs associated with the improvements for each crossing and what those improvements would entail. We have further partnered with our hospitality industry to support and fund some of these improvements. The funding levels available will necessitate several years accumulation to fund one or more projects.

Funding Gap: The local Convention and Visitors
Bureau, through their Tourism and Marketing
District, have indicated willingness to provide
approximately $300,000 per year toward quiet
zone crossings. Per the 2016 study, the total
cost estimates for these improvements is
between $2.5M and $3.9M (in 2016 dollars), with
the latter being the study’s recommendation for
overall safety. Therefore, the City is
requesting $3.6 million.
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7 Homelessness
Project Background: The growing number of people experiencing homelessness in Modesto, prompted the City to think critically about the needs of the homeless community, and the gaps in the current systems. A key gap the City identified was not how shelter and housing are provided, but how we continue to place individuals on a road to self-sufficiency.

As part of the allocation of CARES funding, the City of Modesto received a one-year allocation of $3.3 million of funding to help combat homelessness, when traditionally the City has only received approximately $150,000 annually.

Solution: This led the City to develop Camp2Home, a comprehensive pilot response to homelessness that includes moving an unsheltered individual out of homelessness and into employment, and permanent housing. The City of Modesto launched the Camp2Home initiative in January 2021 focused on the following key components:
 Expanding our ability to reach individuals experiencing homelessness by expanding our Homeless Engagement Assessment and Response Team, to help with engagement and navigation to shelter and supportive services.
 Supporting our shelters with additional capacity and funding in coordination with the County.  Offering a robust job training initiative in partnership with a few regional nonprofits that also provide case management to address an individual’s unique needs.  Developing an employment pipeline in partnership with public and private stakeholders.  And, providing subsidized housing to individuals experiencing homelessness who enroll in the City’s job training initiative.

Funding Gap: The CARES funding allocation was a one-time allocation from the Federal government. To support and expand the subsidized housing element of this initiative for approximately 60 additional individuals, the City is requesting $1 million.

Camp2Home
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8 Alternative Transportation
9 th Street Project
Project Background: The City of Modesto partnered with EAH to secure a $24M dollar Affordable Housing and Sustainable Communities (AHSC) grant for the construction of 74 units of affordable housing in Phase II of the Archway Commons residential projects and to make transportation improvements in and around the project site to ensure residents are able to access their daily needs through active transportation modes. Of the $24M, $14M went to EAH for the development of the residential units, $4M went to the Altamont Corridor Express (ACE) for the purchase of a new rail car for the pending passenger rail service to/from the Bay Area and $6M went to the City for pedestrian and bicycle improvements to the 9th Street corridor. The 9th Street Corridor through the downtown is a remnant from the State Highway. Subsequently, the State constructed SR-99 leaving 9th Street. As such, there is little access to both sides of the road, there is a large median with little access, and there are sections that lack sidewalks.

Solution: The City has recently adopted a Downtown Master Plan which calls for major improvements to the 9th Street corridor, which is slated for significant development in the near future—the construction of a new 8-
story, $300M courthouse, the
extension of the ACE train and a
few proposal large scale
developments. The Downtown
Master Plan includes bicycle and
pedestrian infrastructure
improvements, landscaping, to
ensure the street acts like a
downtown street and not a former
highway, as well as other amenities
associated with a downtown.

Funding Gap: The length of the 9th Street stretch requires additional improvements, therefore the City request is $4 million to complete the 9th Street improvements. #2..
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9 Project Background: The Jim Way Retention Basin is located in South Modesto. The basin is relatively small, but long and narrow (only 50’ x 950’) and mostly dug out. It’s has a chain-link fence, in a disadvantaged area, esthetically unappealing and every six months or so, a car crashes through the fence and ends up in the basin.

Solution: Converting this retention basin into an underground basin with underground storage, using similar underground storage and filtration devices to Garrison and Roosevelt Parks basins. Once completed, the covered basin can be used as a public space, or park.

Project Cost: Cost estimate to convert the basin is $5 million, and the City is seeking this full amount to convert the basin.

Water Resources
Jim Way Retention Basin
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10 Background: The Community of Grayson is a disadvantaged community on the west side of the San Joaquin Valley, in Stanislaus County. The Grayson water service area was acquired by the City of Modesto from the Del Este Water Company in 1995 as part of the overall acquisition of Del Este’s water system. The City now operates and maintains two wells and storage tank No. 9 in the outlying service area of Grayson. This is the community’s only source of water, as there are no water systems nearby. Both wells have water quality issues, especially nitrates.

The City has an existing technical memorandum that identifies recommended capital improvements to address fire flow or supply reliability deficiencies.

Purpose: There is a need to replace the nitrate treatment equipment at Well 295. The storage tank No. 9 has interior corrosion and near the end of its useful life; it will need to be repaired or replaced.

There are also water distribution pipelines that need to be brought up to City standards.

Project Cost: The initial cost estimate of these improvements is approximately $5 million.

Infrastructure
County Island Infrastructure
Water Resources
Grayson Well and Tank
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11 Background: A county island is an unincorporated area, which is surrounded by an incorporated city. These geopolitical anomalies, which form ‘holes’ in city limits, typically have substandard infrastructure improvements, including sidewalks, storm drainage, street lights and trees. These areas fall within two jurisdictions—the county and the city—neither of which have the required funding to improve the infrastructure. County islands persist because the City does not seek annexation due to the significant upfront cost to install infrastructure, up to $1 million per block, and the County does not have available funding to improve.

These areas languish and do not provide typical urban way of life. Residents are on wells and septic tanks, which have expiration dates and are not a reliable as municipal utilities. During rain events, residents are forced to walk in the street or find alternate routes, the aesthetic quality of the neighborhoods are not the same as other places in the City, streets are darker and therefore less safe, and the situation causes great confusion for residents in the area, as they
believe they are in the city, but do not
receive services from the City.

Further, these areas have less chance
for redevelopment and new, desirable
products and amenities in the area,
due to the lack of infrastructure and
cost to provide that infrastructure. This
situation also limits the opportunity for
additional housing opportunities in the
form of Accessory Dwelling Units or
greater density, which affects
affordable housing and opportunities
for residents of the neighborhood as
they transition through life’s phases.

Purpose: The County recently allocated $50 million
toward infrastructure improvements to such areas in
the County and the City was recently approved for
$5 million for infrastructure for county islands within the city limits.

Project Cost: A 2018 estimate of infrastructure
needed county wide is $287 million. The City is
seeking an additional $10 million for additional
infrastructure improvements to pockets in South
Modesto.

Park Improvements
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12 Tuolumne River Regional Park Events Plaza
and Amphitheater
Project Background: In 1972 the City of Modesto, the City of Ceres and Stanislaus County formed a Joint Powers Authority (JPA) commission to build and operate the Tuolumne River Regional Park (TRRP). This JPA purchased land parcels along the Tuolumne River that led to the eventual development of the Tuolumne River Regional Park. At full development the park will be approximately 550 Acres and will have seven (7) river miles of trails and outdoor recreational opportunities. While some of the land has been developed, or is under development at this time, there are still several of these parcels that are not fully developed or have not met their full potential as a recreational space.

The Gateway Parcel is adjacent to downtown and is the central hub for the regional park which will tie together all of the Modesto neighborhoods along the Tuolumne River with one trail system. Most of the neighborhoods along the regional park are severely disadvantaged communities that would greatly benefit from all the amenities developed in the park.

The community has been very supportive of addressing maintenance issues in the park and developing the park for varying recreational and community benefit opportunities. The Gateway Parcel is partially developed with some trail improvements and habitat restoration projects over the past 10 years. All of the habitat restoration projects are completed and the next need is to encourage positive usage in the park, which will include community events of various sizes such as farmers markets, festivals and open-air concerts.

Solution: The Gateway Parcel has been
designed to address these community events
with an events plaza, picnic areas and
amphitheater. The proposed project would take
this undeveloped land under the 9th street
bridge and adjacent to the Tuolumne River and
create a space that these amazing community
events could be planned. The proposed
renovation would include park access road,
parking, trails, events plaza, picnic areas,
amphitheater, security lighting, security
cameras, landscape and irrigation and various
other site amenities (see conceptual graphic
below).

Funding Gap: This project has not been the
recipient of any local, state or federal funds to
date. The total estimated project cost is
anticipated to be approximately $4 Million.

Awesome Spot Playground
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13 Project Background: In 2015, Beyer Community Park’s playground was removed due to concerns regarding the safety of the aged and damaged equipment. The centrally located and heavily used city park has been without a playground ever since. Members of the community have rallied together in support of designing an all-inclusive playground in its place. The community’s desire is to build a playground that would be the first of its kind in the region, providing accessibility to people of all ages with a wide range of physical abilities to be able to play together side-by-side. Children with disabilities are part of our nation's largest minority group, individuals with disabilities. Out of 1,000 children between the ages of 3 and 21 years old, 89 children will have a disability (8.9%). Disability is often mistakenly understood as a child's inability to experience the play environment because of limitations from their impairment. Defining disability in this way usually results in efforts to fix the child's impairment, rather than the play environment.

Inclusive play environments follow seven principles of design to remove the physical and social barriers to all children fully participating in play. Inclusive play environments and equipment are designed for equitable use to (1) Be Fair; designed for flexibility in use so all kids can (2) Be Included; designed to be simple and intuitive so all kids can (3) Be Smart; designed with perceptible information where all kids can (4) Be Independent; designed to be tolerant of error to (5) Be Safe; designed to require low sustained physical effort so all kids can (6) Be Active; and designed with the appropriate size and space for approach and use so all kids can (7) Be Comfortable. (Based on Me2 manual by Playcore, Inc. & K. Christensen, 2010) Solution: The community’s idea quickly turned
into a passion project for quite a few Modesto
residents including organizing a mixed public
and private taskforce and naming the future
playground “The Awesome Spot Playground”.

The taskforce – The Awesome Spot Playground
Team (TASP) – partnered with the City of
Modesto, sought out a non-profit partner to
secure charitable donations, and has proceeded
to complete the initial design phase of the
project with the in-kind assistance of local
engineering firms and designers. The concept
design (below) resulted from a series of public
design workshops that were held in late 2016.

In this era of statewide focus on inclusion, the
City of Modesto is a proud partner of this effort
to expand recreational opportunities to families with children of all ability levels. It is anticipated that this playground will serve, much more than just the City of Modesto, and it will become a regional hub for recreational access.

Funding Gap: The total estimated project budget is anticipated to be $5.7 Million. Over the past few years, TASP has received donations or pledges, totaling approximately $1.7 Million. The COVID 19 pandemic over the past year has created a significant challenge for the fundraising team and has limited their ability to make significant strides towards reaching their goals. The City in coordination with a coalition of partners is seeking funding for the remaining $3 million for the completion of the park.

For more information on the City of Modesto, please visit: www.modestogov.com #2..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 28, 2022
Date: January 20, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: November and December 2021 Grant Application and Awards CONTACT: Maria Garnica, Accounting Manager, [email protected] 209-577-5249
DESCRIPTION:

Consider accepting an informational report on the November and December 2021 grant applications and awards and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The Finance Department coordinated with California Consulting to update the Administrative Directive 7.2, “Grant Management.” The revised directive was updated on July 1, 2021 to streamline the grant management process and to establish better controls on local match requirements, including potential future costs which could be required as part of a grant agreement. Additionally, the Finance Department coordinated several training sessions to highlight key changes to the new directive.

This directive has eliminated the requirement to go to Council for the application and acceptance of grant awards if the amount of the grant is less than $1,000,000 and does not require any local match funding. The Director of Finance is authorized to approve grant applications and awards under $25,000 with no local funding requirements. The City Manager has the authority for approving grant applications and awards between $25,000 and under $1,000,000 with no local match funding requirements. Due to the need for quick turnaround on grant application and award acceptance required by the granting agencies, this directive allows #3..
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Finance Committee, February 28, 2022
November and December 2021 Grant Application and Awards

Page 2 of 3 ends

for City departments to apply for more grants within the grant application periods and provide quick response to award acceptance deadlines.

The Finance Department will inform Council of all grant activity by preparing a bi-monthly informational report on both grant applications and awards. Finance Department has established internal grant application forms to manage the types of grants being applied for and to ensure local match requirements will be managed within our current budget.

City departments continue to actively pursue new grant applications as part of notifications received from federal, state, and local agencies they have subscribed to, such as Department of Housing, Department of Transportation, State Water Resources Control Board, Department of Justice and professional government associations. City departments have staff assigned to monitor these grant application notices to determine if the City meets the required qualifications to apply for the grant.

DISCUSSION:

During the months of November and December 2021, City Council approved the below grant application recommended by City staff based on opportunities to receive federal, state and/or local grant funds for the City with required local match or which exceeded $1,000,000 with no local match.

Community and Economic Development Department:
(Grant Application $1,507,287 – Local Match $0) Permanent Local Housing Allocation (PLHA) Program. This allocation of PLHA funds will be used to fund the predevelopment, development, acquisition, rehabilitation and preservation of multifamily, residential live-work, rental housing that is affordable to extremely low, very low, or moderate-income household, including necessary operating subsidies. Additionally, funds will also be used to assist persons who are experiencing or at risk of homelessness, including but not limited to providing rapid housing and rental assistance.

During the months of November and December 2021, the Director of Finance and City Manager approved the below grant applications recommended by City staff based on opportunities to receive local grant funds for the City with no required local match.

Public Works Department:
(Grant Application $35,000 – Local Match $0) Tire Enforcement Grant Cycle #29 (TEA 29). Funds from this grant will be used to fund the enforcement of waste tire facility inspections for compliance with state laws and surveillance for illegally dumped tires.

The grant funds staff time and equipment costs to ensure tire business remain within the State Law and keep illegally dumped tires out of our streets and alleys.

Community and Economic Development Department:
(Grant Application $50,000 – Local Match $0) Cannabis Equity Grants Program for Local Jurisdictions, this grant will fund the procuring of a consultant to assist staff with public outreach efforts for developing a cannabis equity program at the City of Modesto.

FISCAL IMPACT:
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Finance Committee, February 28, 2022
November and December 2021 Grant Application and Awards

Page 3 of 3 ends

No fiscal impact will result from the acceptance of this informational report on November and December 2021 grant application and awards. A monthly summary by grant application and awards is below:

Grant Applications: $1,592,287
Grant Applications Local Match Amount: $0
Approved by:

DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. November and December 2021 Grant Applications and Awards #3..
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November and December 2021 Grant Applications
Grant Application
Grant Title Month Grant Awarding Agency City Department Name/Division Grant
Application
Amount
Grant Application
Local Match
Amount
Tire Enforcement Grant Cycle #29 (TEA 29) NOV-21 CalRecycle Public Works $ 35,000 $ - Permanent Local Housing Allocation (PLHA) program DEC-21 California Department of Housing and Community Development Community & Economic Development Department $ 1,507,287 $ - Cannabis Equity Grants Program for Local Jurisdictions DEC-21 State of California GO-Biz Community & Economic Development Department $ 50,000 $ - Total $ 1,592,287 $ -
#3..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 28, 2022
Date: February 11, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Local Transportation Funds FY 2021-22 for other purposes CONTACT: Maria Garnica, Accounting Manager, [email protected] 209-577-5249
DESCRIPTION:

Consider approving the submission of the City’s Local Transportation Funds Fiscal Year 2021-2022 Claim for Non-Motorized Purposes (bike lanes and pedestrian pathways and local streets and roads interest) in the amount of $503,707 to the Stanislaus Council of Governments (StanCOG); amending the Fiscal Year 2021-22 Capital Improvement Program Budget in an amount not to exceed $503,707 and forwarding to Council for approval. (Funding Source: Local Transportation Funds).

STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2020-2025 Strategic Plan Area of Focus: Quality of Life and Governance and Service Delivery.

BACKGROUND:

Local Transportation Funds (LTF) for non-motorized purposes is an important source of revenue for bike trail construction and bike lane striping projects. These funds are derived from ¼ cent of the sales tax and have been used in the past as a local match for Federal funds and to support the development for the following bicycle and pedestrian projects:
100692 – Bike Lane Striping
100813 – Virginia Corridor Phase VII
100599 – TRRP Gateway Phase 2
101232 – TRRP Riverwalk Trail: Gateway to Legion
On November 30, 2021, the City was notified by StanCOG that in addition to the nonmotorized funds, the City will receive $238,275 from Local Streets and Roads interest. #4..
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Finance Committee, February 28, 2022
Local Transportation Funds FY 2021/22 for other purposes

Page 2 of 3 ends

These funds are included as part of the claim and will be used for two eligible streets and roads projects listed below.
101383 - Median Installation on Oakdale Road from Lancey Drive to Celeste Drive 101384 - Pedestrian hybrid beacons at Standiford/Longbridge and Sylvan/Bridgeford DISCUSSION:

Every year, the Stanislaus Council of Governments (StanCOG) distributes within their jurisdiction approximately $24.5 million in LTF and State Transit Assistance funds as required by the Transportation Development Act (TDA). TDA funds are primarily intended for transit needs, however, the TDA mandates that 2% of the LTF funds be apportioned for non-motorized (bicycle and pedestrian) purposes.

On November 30, 2021, StanCOG apportioned $503,707 for non-motorized and other purposes for FY 2021-22 to be allocated to the City of Modesto. The City of Modesto was allocated $183,701 for the bicycle and pedestrian projects, $51,222 in non-motorized interest, and $238,275 for local streets and roads interest. (StanCOG resolution 20-53 is attached). In addition, the City will receive $30,509 in supplement funding from FY 2020-21. This funding will be used for the Virginia Corridor Phase VII project to continue development of the trail from Woodrow Avenue to the Hetch-Hetchy Trail (CIP 100813) The local streets and roads interest allocation will be used for two projects. The projects are Oakdale Road Improvements which will install a median on Oakdale Road from Lancey Drive to Celeste Drive (CIP 101383) and Sylvan/Standiford PHB's which will install pedestrian hybrid beacons at Standiford/Longbridge and Sylvan/Bridgeford (CIP 101384).

FISCAL IMPACT:

This claim for Local Transportation Funds for non-motorized purposes is the formal request by the City to StanCOG to release its apportionment of LTF funds for non-motorized projects, nonmotorized interest, and local streets and roads interest during the current fiscal year. In addition, the City is also claiming a total of $30,509 in supplemental LTF funds for FY2020-21, allocated to the City of Modesto under StanCOG’s Resolution 21-11 (attached).

Apportionments for non-motorized 2% LTF
FY 2021-22 Award $183,701
Streets and Roads Interest $238,275
Nonmotorized Interest $51,222
FY 2020-21 Supplemental Award $30,509
Total $503,707
The revenue shall be allocated to the following CIP projects:
100813 – Virginia Corridor Phase VII $265,432
101383 – Oakdale Road Improvements $119,137
101384 – Sylvan/Standiford PHB's $119,138
Total $503,707
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Finance Committee, February 28, 2022
Local Transportation Funds FY 2021/22 for other purposes

Page 3 of 3 ends

Approved by:

DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. FY21/22 LTF claim

2. StanCOG Resolution 20-53

3. StanCOG Resolution 21-11
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TO: Stanislaus Council of Governments
1111 I Street, Suite 308
Modesto, CA 95354
FROM: Applicant: City of Modesto
Address: 1010 10th Street
City Modesto, CA Zip: 95354
Contact Person: Laurie Smith / Matthew Chewning Phone: 577-5347/577-5370 E-mail Address: [email protected] Fax: 209-491-5592 The City of Modesto hereby requests, in accordance with the Transportation Development Act and applicable rules and regulations, that its claim for other purposes be approved in the amount of for fiscal year 2021/22, to be drawn from the Local Transportation Fund.

When approved, please transmit this claim to the County Auditor for payment. Approval of the claim and payment by the County Auditor to this applicant is subject to such monies being on hand and available for distribution, and to the provisions that such monies will be used only in accordance with the terms contained in the approving resolution to the Stanislaus Council of Governments.

The claimant certifies that this Local Transportation Fund claim and the financial information contained therein is reasonable and accurate to the best of my knowledge and conforms with the requirements of the Transportation Development Act and applicable rules and regulations.

Submitted by:

Joseph P Lopez
Title: City Manager
Date:

StanCOG Board of Directors:

Date of approval:

Resolution #:

StanCOG Approving Authority

LOCAL TRANSPORTATION FUND
CLAIM FOR FISCAL YEAR 2021/22 OTHER PURPOSES

TRANSPORTATION DEVELOPMENT ACT
$ 503,706.12

Page 1 ends

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CLAIMANT: City of Modesto

1. Planning, Local
--PUC 99262/99402 $ -

2. Planning, Local Transit
_______________________ * $ -

3. Streets and Roads
--PUC 99400 (a) $ 238,274.85

4. Nonmotorized - 2% LTF funds
--PUC 99233.2/99234 $ 265,431.27

5. Nonmotorized - Other LTF funds
--PUC 99233.2/99234 $ -

6. TOTAL CLAIM $ 503,706.12
City of Modesto
Total LTF available to be claimed for other purposes:

FY 2020/21 Nonmotorized Supplemental $ 30,509
FY 2021/22 Nonmotorized Apportionment $ 183,701
Street & Roads Interest $ 238,274.85
Nonmotorized Interest $ 51,221.27
Total 2% Nonmotorized $ 503,706.12
Total available to be claimed at this time $ 503,706.12 * If you have proposed transit expenditures, please fill in the appropriate PUC Code.

This table is to be filled out by StanCOG staff

LOCAL TRANSPORTATION FUND

CLAIM FOR OTHER PURPOSES
TABLE 1
FY 2021/22

Page 2 ends

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CLAIMANT: City of Modesto

ACTUAL /
B P P PROJECT PROJECT 2019/20 2020/21 2021/22 ESTIMATED

I E L IN IN ACTUAL ESTIMATED CLAIM EXPENDITURES
K D A StanCOG's CITY/CO EXPENDITURES EXPENDITURES FOR 3 YEAR

E N BIKE BIKE PERIOD
ID PROJECT TITLE PLAN * PLAN *
100692 Bike Lane Striping X YES $0.00 $0.00 $1,830.24 $1,830.24 100813 Virginia Cooridor Phase VII X X YES $130,301.20 $285,568.84 $1,304,303.27 $1,720,173.31 100599 TRRP Gateway Phase 2 X X YES $0.00 $0.00 $0.00 $0.00 101232 TRRP Riverwalk Prjct: Gateway to Legion X X YES YES $0.00 $0.00 $189,759.00 $189,759.00 $0.00 $0.00 $0.00 $0.00
$130,301.20 $285,568.84 $1,495,892.51 $1,911,762.55
2017/18 2018/19 2019/20 2020/21 2021/22 5 Year
Actual Actual Actual Estimate Claim Total
Bicycle facilities $1,011.56 $155,089.23 $65,150.60 $142,784.42 $748,861.38 $1,112,897.18 Pedestrian facilities $771.29 $154,154.89 $65,150.60 $142,784.42 $747,031.14 $1,109,892.33 Preparation of Bicycle Plan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $1,782.85 $309,244.11 $130,301.20 $285,568.84 $1,495,892.51 $2,222,789.51 YES
StanCOG 50% bicycle expenditure requirement: The 5 year bicycle expenditures must be 50% or greater. 2018/19 2019/20 2020/21 2021/22
Fiscal year beginning fund balance $1,311,450.67 $1,227,691.45 $1,326,784.30 $1,230,461.24 Plus fiscal year 2% nonmotorized claim $187,909.00 $184,975.00 $189,759.00 $0.00 Plus interest $37,575.89 $44,419.05 ($513.22) $0.00
Minus nonmotorized expenditures ($309,244.11) ($130,301.20) ($285,568.84) $0.00 $1,227,691.45 $1,326,784.30 $1,230,461.24 $1,230,461.24

1. Prior year(s) LTF carryover held by jurisdiction applied towards FY 2021/22 Nonmotorized claim (TABLE 4)

3. FY 2021/22 Nonmotorized 2% funds applied towards FY 2021/22 projects (must match Page 2, Line 4)

4. FY 2021/22 Other LTF funds applied towards Nonmotorized claim (must match Page 2, Line 5)

5. FY 2021/22 Nonmotorized 2% funds to be held at StanCOG

6. Total of lines #1 through #5 above

50.07%

49.93%

0.00%
DOES THIS CLAIM MEET THE MINIMUM 50% BICYCLE EXPENDITURE STANCOG PERFORMANCE STANDARD?

RECORD LTF FUNDS ONLY

FUNDS HELD IN RESERVE AT JURISDICTION
TABLE 2

FOR BIKE PROJECTS ONLY

BREAKDOWN BY PROJECT

BREAKDOWN BY CATEGORY

TOTAL FUNDS APPROPRIATED TO PROJECTS
Fiscal year ending fund balance
MODE
Expenditures
$1,230,461.24

NONMOTORIZED PROJECTS
(Use additional forms if necessary)
BRIEFLY DESCRIBE PROJECTS AND EXPENDITURES INCLUDED IN THE 3 YEAR PERIOD BELOW FY 2021/22

RECORD LTF FUNDS ONLY
TABLE 3

TOTAL AMOUNT OF BIKE/PED EXPENDITURES
% of Total
TABLE 4
$0
* SEE PAGE 3b FOR NONMOTORIZED REGULATIONS/POLICIES AND NOTES $0
$265,431.27
$1,495,892.51
$0

2. Interest earned on previously paid LTF funds held by jurisdiction (required by State law) (TABLE 4)

Page 3 ends

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CLAIMANT: City of Modesto
NONMOTORIZED REGULATION/POLICY REMINDERS:

D. All funds must be spent within five years of receipt. Over the five-year period shown in Table 3, at least 50% of funds must be spent for bicycle purposes. StanCOG will not allocate funds to any jurisdiction which is in violation of these policies.

NOTES:
* By StanCOG policy, all bike projects must appear in either StanCOG's Bicycle Action Plan, or in a City or County bicycle plan, to be eligible for LTF funding. ** Beginning with FY 2003/04, nonmotorized funds will only be allocated by StanCOG for specific projects.

If no project is identified, funds will be held in reserve at StanCOG for eventual use by that jurisdiction. other sources to fund bicycle safety education programs, but the funds shall not be used to fully fund the

NONMOTORIZED PROJECTS
FY 2021/22
(Continued)
C. State law allows a jurisdiction to use up to 5% of the amount available each year to supplement moneys from lanes (PUC 99234(h)).
salary of any one person (PUC 99233.3).

A. State law allows a jurisdiction to use LTF to update a Bicycle Action Plan once every five years (PUC 99234(h)).

B. State law allows a jurisdiction to use up to 20% of the amount available each year to restripe Class II bicycle

Page 3 ends

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CLAIMANT: City of Modesto

ANNUAL PROJECT AND FINANCIAL PLAN

PROJECTS FOR OTHER PURPOSES
FY 2021/22
(Use additional forms as necessary)
TABLE 5
Will this Project Will this Project Is this Project Total LTF add new use Federal consistent with Project Funds
travel lanes? Funds? the RTP Cost Utilized
Yes or No Yes or No Yes or No
No No Yes 965,800 119,137.43
No No Yes $ 1,105,900 119,137.42
TOTAL 2,071,700.00 238,274.85

1. LTF carryover applied towards FY 2021/22 Other Purposes

2. Interest earned on LTF carryover (required by State law)

3. FY 2021/22 apportionment applied towards FY 2021/22 Other Purposes

4. Total of Lines 1, 2 and 3 above
-
238,274.85
Project Title & Brief Description
Briefly describe all proposed projects and indicate proposed project expenditures 238,274.85
-
Project: 101384 (HSIPSL 5059(254)
–Pedestrian Hybrid Beacons at
Standiford/Longbridge and Sylvan/Bridgeford
Project: 101383 HSIPSL 5059(255) – Median on
Oakdale Road from Lancey Drive to Celeste
Drive)

Page 4 ends

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STANISLAUS COUNCIL OF GOVERNMENTS
RESOLUTION 21-11
APPROVING THE FY 2020/21

LOCAL TRANSPORTATION FUND (LTF) SUPPLEMENTAL APPORTIONMENT WHEREAS, the Stanislaus Council of Governments (StanCOG) is a Regional Transportation Planning Agency (RTPA) and a Metropolitan Planning Organization (MPO), pursuant to State and Federal designation; and
WHEREAS, StanCOG as the RTPA, is responsible for administering the Transpo1iation Development Act (TDA), including the app01iionment and allocation of the Local Transportation Fund (LTF); and
WHEREAS, StanCOG approved an LTF funding apportionment for FY 2020/21 of $24,500,000; and
WHEREAS, LTF funds of $28,584,753 were received for FY 2020/21; and WHEREAS, the excess LTF funds of $4,084,753 are available for a supplemental apportionment.

NOW, THEREFORE, BE IT RESOLVED, that based on the Rules and Regulations governing the Local Transp01iation Fund, the Policy Board of the Stanislaus Council of Governments approves the FY 2020/21 Local Transportation Fund supplemental apportionment as shown in the table below.

FY20/21 P rooose d S uoo I emen t a IA nnor f ionmen t s StanCOG Non-Motorized Regional
Jurisdictions Plannin~ (3%) (2%) Pro.iects Total
StanCOG $ 122,543 $ 122,543
Ceres $ 7,019 $ 7,019
County $ 16,735 $ 16,735
Hughson $ 1,137 $ 1,137
Modesto $ 30,509 $ 30,509
Newman $ 1,664 $ 1,664
Oakdale $ 3,374 $ 3,374
Patterson $ 3,369 $ 3,369
Riverbank $ 3,589 $ 3,589
Turlock $ 10,558 $ 10,558
Waterford $ 1,290 $ 1,290
Reserves $ 3,882,966 $ 3,882,966
Total $ 122,543 $ 79,244 $ 3,882,966 $ 4,084,753
#4..
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BE IT FURTHER RESOLVED, that the StanCOG Executive Director, or the Policy Board Chair of Stan COG, or his/her designee, is hereby authorized and empowered to execute in the name of Stanislaus Council of Governments all necessary documents to effectuate the provisions of this Resolution and to make administrative changes to implement and carry out the purposes specified in this Resolution.

NOW, THEREFORE, BE IT FURTHER RESOLVED, that the Executive Director, or his/her designee, is authorized to issue allocations, consistent with this Resolution, and issue disbursements to honor claimant invoices as funds become available.

The foregoing Resolution was introduced at a regular meeting of the Stanislaus Council of Governments, on the 20th day of October 2021. A motion was made and seconded to adopt the foregoing Resolution. Motion canied and the Resolution was adopted.

MEETING DATE: October 20, 2021
#4..
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ATTACHMENT 1

STANISLAUS COUNCIL OF GOVERNMENTS
FY 2020/21 LOCAL TRANSPORTATION FUND SUPPLEMENTAL APPORTIONMENT

CALCULATION FOR STANCOG PLANNING AND NONMOTORIZED FUNDS PROPOSED FOR OCTOBER 20, 2021
Supplemental apportionment
StanCOG 3% planning allocation apportionment- Proposed
Subtotal
Nonmotorized 2% (apportionment based on population) - Proposed Amount to be held in reserves for future transit projects 4,084,753
(122,543)
3,962,210
-----'-(7_9-'-,2_44-<...) ---
3,882,966

LTF NONMOTORIZED SUPPLEMENTAL APPORTIONMENT BASED ON POPULATION Nonmotorized
Supplemental
Jurisdiction Population * Population % Apportionment
Ceres 49,510 8.857% $ 7,019
County 118,046 21.118% $ 16,735
Hughson 8,017 1.434% $ 1,137
Modesto 215,201 38.499% $ 30,509
Newman 11,738 2.100% $ 1,664
Oakdale 23,807 4.259% $ 3,374
Patterson 23,764 4.251% $ 3,369
Riverbank 25,318 4.529% $ 3,589
Turlock 74,471 13.323% $ 10,558
Waterford 9,100 1.628% $ 1,290
Total 558,972 100.000% $ 79,244 <E
* May 2019 population estimates from the Dept. of Finance for 1/1/19 #4..
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Claimant TDA
Admin
StanCOG 245,000
StanRTA
CTSA
Ceres
County
Hughson
Modesto
Newman
Oakdale
Patterson
Riverbank
Turlock
Waterford
Reserves
Total 245,000

STANISLAUS COUNCIL OF GOVERNMENTS

TRANSPORTATION DEVELOPMENT ACT (TDA) APPORTIONMENTS
FY 2020/21
AS PROPOSED FOR POLICY BOARD ADOPTION ON OCTOBER 20, 2021 Transp. Bike/ Transit
Planning Ped
857,543
4,670,000
877,041
48,684
116,076 3,616,563
7,884
211 ,610 8,963,230
11 ,542
23,409
23,367
24,895
73,229 2,057,346
8,948
857,543 549,644 20,184,180
Regional Regional Total
Transit Projects LTF
15,000 1,117,543
4,670,000
877,041
48,684
3,732,639
7,884
1,472,555 10,647,395
11,542
23,409
23,367
24,895
998,905 3,129,480
8,948
4,261,926 4,261,926
2,486,460 4,261,926 28,584,753
FY 2020/21 L TF Estimate 24,500,000
Supplemental 4,084,753
Total TDA Receipts 28,584,753
+
+
+
+
+
+
+
+
+
+
+
+
+
+
https://stancog-my.sharepoint com/personal/smora_stancog_org/Documents/Desktop/STAFF REPORTS COMPLETED/FY21-22/Attachment 2 LTF and STA Apportionment for FY 2020-21 Attachment 2
Total Total

STA TDA
1,117,543
4,670,000
877,041
48,684
51,408 3,784,047
7,884
5,889,413 16,536,808
11,542
23,409
23,367
24,895
21,858 3,151,338
8,948
4,261,926
5,962,679 34,547,432
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 28, 2022
Date: January 20, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Purchase of Water Meters, Automated Meter Readers and Related Parts CONTACT: Cynthia Kline, Purchasing Manager, [email protected], 209-577-5412 DESCRIPTION:

Consider approving a First Amendment with Badger Meter, Inc. for the purchase of Badger water meters, automated meter readers, and related parts from an annual amount of $600,880 to a new estimated annual amount of $1,500,880 and a total revised amount not to exceed from $3,059,022 to $7,504,400 over five (5) years, authorizing the Director of Finance, or her designee, the ability to add parts based on the department’s needs, ensuring the total cost does not exceed the authorized amount, and forwarding to Council for approval. (Funding Source:

Water Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The City is in the process of installing water meters and automated meter reading equipment on all service connections within the City’s service area, and have approximately 800 meters left to install. State Assembly Bill 25721 requires that urban water suppliers install water meters on all service connections by the year 2025. The agreement remains vital to the Water Division, as Badger Meter is the sole provider of Badger brand water meters, automated reader meters, and related parts. Maintaining the current agreement allows for seamless operations, including billing of water meter reads.
1 More information regarding SB2572 can be found here:

Https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=200320040AB2572 #5..
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Finance Committee, February 28, 2022
Purchase of Water Meters, Automated Meter Readers and Related Parts

Page 2 of 3 ends

On June 7, 2016, by Resolution No. 2016-235, Council authorized the sole brand purchase of Badger Meter water meters, automated meter readers, and related parts to Badger Meter, Inc. (formerly National Meter and Automation, Inc.) for an amount not to exceed $3,646,665 over five years.

On January 23, 2018, by Resolution No. 2018-44, Council amended the Badger meter (formerly National Meter) for the purchase of additional water meters and parts for a new total amount not to exceed $4,100,327 over five years. This agreement expired June 6, 2021.

The Water Services Division has contracted with Badger Meter, Inc. since 2006 for residential and industrial meters and automated meter reading equipment. Badger meters are installed on nearly 75,000 of the service connections in Modesto and outlying systems located in Turlock, Empire and Grayson.

DISCUSSION:

On May 4, 2021, by Resolution No. 2021-167, Council approved a five-year purchase agreement with Badger Meter for water meters, automated meter readers, and related parts.

Over the past nine months, Staff has transitioned from installation to maintenance of the installed Badger Water meters and automated readers.

Automated readers are an integral part of the badger meter and are utilized to provide digitally transmitted data of water usage. There are approximately 75,000 meters that are digitally read monthly, with about 1000 re-reads. A re-read occurs when the data did not digitally transmit, and generally indicates register failure. Staff will then manually read the meter and verify if the register is still active.

Over the past nine months, staff has seen an increase of failing registers which are at the end of their lifespan. It is estimated that there will be 1,000 failing registers monthly throughout the remainder of the agreement. Approving the increase to the agreement allows for continued support of automated meter reading, thus saving valuable staff time and allowing for seamless customer billing.

FISCAL IMPACTS:

Currently, $1,171,533 of the allotted $1,201,760 has been expended from the agreement for the beginning 2-year term, thus leaving $30,227 to last through June 6, 2023. Funds are budgeted in the Water Fund; 4100-45020-53150, 4100-45040-53150, 4100-45060-53150. Staff has calculated an estimated annual cost of $1,500,880 and a total not to exceed $7,504,400 over five years.

FUND COST CENTER BUDGETED AMOUNT
Water (4100)
Construction Leak Repair 45020, 45040, 45060 $1,500,880 ANNUAL TOTAL NOT TO EXCEED $1,500,880
FIVE (5) YEAR TOTAL NOT TO EXCEED $7,504,400
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Finance Committee, February 28, 2022
Purchase of Water Meters, Automated Meter Readers and Related Parts

Page 3 of 3 ends

Approved by: _____________________________________________ DeAnna Christensen, Director of Finance
_____________________________________________
Joseph P. Lopez, City Manager
Attachments:

1. Purchase Agreement

2. Amendment to Purchase Agreement
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1 | P a g e

CITY OF MODESTO

PURCHASING DIVISION
1010 TENTH ST., SUITE 5300
MODESTO, CA 95354
TEL: (209) 577-5405 FAX: (209) 544-8821
PURCHASE AGREEMENT NO. 197017
VENDOR:

BADGER METER
4545 W BROWN DEER RD
MILWAUKEE, WI 53224-9536
SHIP TO:

N.E. STORES DIVISION
4240 LITT ROAD
MODESTO, CA 95357
INVOICE TO:

CITY OF MODESTO

ACCOUNTS PAYABLE
P.O. BOX 642
MODESTO, CA 95353

ANNUAL AGREEMENT FOR THE PURCHASE OF WATER METERS, AUTOMATED READERS, AND RELATED PARTS ON AN “AS NEEDED” BASIS FOR UTILITIES DEPARTMENT, WATER DIVISION.

ESTIMATED ANNUAL AMOUNT OF $600,880 AND A TOTAL AMOUNT NOT TO EXCEED $3,059,022 OVER 5 YEARS, PER COUNCIL RESOLUTION 2021-______

1. TERM OF THE CONTRACT: THE TERM OF THE CONTRACT SHALL BE FOR A PERIOD OF TWO (2) YEARS WITH THREE (1) ONE-YEAR EXTENSION OPTIONS AT THE SOLE DISCRETION OF CITY, FOR A TOTAL OF UP TO FIVE (5) YEARS.

YEAR ONE: JUNE 7, 2021 THROUGH JUNE 6, 2022
YEAR TWO: JUNE 7, 2022 THROUGH JUNE 6, 2023
YEAR THREE:

YEAR FOUR:

YEAR FIVE:

JUNE 7, 2023 THROUGH JUNE 6, 2024
JUNE 7, 2024 THROUGH JUNE 6, 2025
JUNE 7, 2025 THROUGH JUNE 6, 2026

2. PRICING SHALL REMAIN FIRM FOR THE FIRST TWO (2) YEARS OF THE AGREEMENT.

PRICE INCREASES FOR SUBSEQUENT CONTRACT YEARS THREE (3), FOUR (4) AND FIVE (5) SHALL NOT

EXCEED THE PRODUCERPRICE INDEX (PPI) FOR WEST URBAN AREA IN ANY ONE CONTRACT YEAR, AND SHALL BE NEGOTIATED THROUGH THE PURCHASING DIVISION. REQUESTS FOR PRICE INCREASES SHALL BE SUBMITTED BY CONTRACTOR IN WRITING, SIXTY (60) DAYS PRIOR TO THE ANNUAL ANNIVERSARY DATE OF THE CONTRACT TO BE EFFECTIVE FOR THE SUBSEQUENT YEAR.

DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E 167
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2 | P a g e

3. USAGE: NO MINIMUM OR MAXIMUM QUANTITIES ARE GUARANTEED OR IMPLIED.

4. DELIVERY: DELIVERIES SHALL BE MADE WITHIN TWENTY-ONE (21) WORKING DAYS AFTER AN ORDER IS PLACED, UNLESS OTHERWISE SPECIFIED. IF THE DELIVERY CANNOT BE MADE WITHIN THIS TIME FRAME, VENDOR SHALL IMMEDIATELY NOTIFY THE CITY BY PHONE WITH THE ANTICIPATED DELIVERY DATE.

CONTACT REPRESENTATIVE: MICHELLE TAPLEY , SENIOR BUYER , PH: (209) 577-6316

5. PAYMENT: ALL INVOICES SHALL BE PAID IN FULL WITHIN THIRTY (30) DAYS AFTER COMPLETION AND

ACCEPTANCE OF THE SERVICE BY THE CITY, AND RECEIPT OF A PROPERLY PREPARED INVOICE, SUBJECT TO CASH DISCOUNTS ALLOWED AND STATED IN THE BID DOCUMENT.

6. INVOICING: INVOICE SHALL REFERENCE AGREEMENT NO. 197017. THE INVOICE SHALL INCLUDE THE FIRST AND LAST NAME OF THE PERSON REQUESTING THE SERVICE. ALL INVOICES SHALL BE EMAILED DIRECTLY TO ACCOUNTS PAYABLE AT [email protected] . ALL INVOICES SHALL REFERENCE STOCK NUMBER LISTED ON PRICING SCHEDULE.

7. CONTRACTUAL CHANGES: CHANGES OF A CONTRACTUAL OR BUSINESS NATURE SHALL BE EFFECTED

ONLY BY WRITTEN CHANGE TO THIS AGREEMENT THROUGH THE CITY OF MODESTO, PURCHASING DIVISION.

PURCHASING REPRESENTATIVE: MICHELLE TAPLEY , SENIOR BUYER , PH: (209) 577-6316

8. TERMINATION OF SERVICES: THE CITY RESERVES THE RIGHT TO DISCONTINUE SERVICES WITH THE

PROVIDER UPON FAILURE TO MEET CONTRACTUAL EXPECTATIONS AND/OR OBLIGATIONS, AS RECOMMENDED BY THE SITE SUPERVISOR OR HIS/HER AGENT.

CANCELLATION OF SERVICES SHALL BE DETERMINED BY THE COLLABORATIVE EFFORTS OF THE

PURCHASING MANAGER, OR DESIGNEE, AND USING DEPARTMENT AFTER REVIEWING THE INCIDENT(S) OF FAILURE TO PERFORM.

9. INSPECTION: ALL MATERIALS AND WORKMANSHIP ARE SUBJECT TO INSPECTION AND TEST BY THE CITY

FOR COMPLIANCE WITH SPECIFICATIONS AS INCLUDED HEREIN, WITHIN A REASONABLE TIME AFTER DELIVERY. IN THE EVENT ARTICLES OR SERVICES ARE DEFECTIVE OR NOT IN CONFORMITY WITH THIS ORDER, THE CITY SHALL HAVE THE RIGHTS TO EITHER REJECT THE ITEMS OR REQUIRE CORRECTION.

DEFECTIVE ARTICLES OR SERVICES SHALL BE REMOVED FROM CITY PREMISES AND/OR CORRECTED BY AND AT THE EXPENSE OF THE VENDOR. FAILURE TO INSPECT AND ACCEPT OR REJECT SHALL NOT RELIEVE THE VENDOR FROM RESPONSIBILITY FOR COMPLIANCE WITH SPECIFICATIONS. FINAL

ACCEPTANCE SHALL BE CONCLUSIVE EXCEPT AS REGARDS TO LATENT DEFECTS, FRAUD, OR SUCH GROSS MISTAKES AS AMOUNT TO FRAUD.

10. RESPONSIBILITY: UNLESS OTHERWISE SPECIFIED, THE VENDOR SHALL BE RESPONSIBLE FOR ALL ITEMS

COVERED BY THIS PURCHASING AGREEMENT UNTIL DELIVERED AT THE DESIGNATED DELIVERY POINT

AND THE VENDOR SHALL BEAR ALL RISKS AS TO ITEMS REJECTED OR REQUIRING CORRECTION AFTER NOTICE OF SUCH REJECTION OR CORRECTION IS GIVEN.

11. SHIPMENT: ALL ITEMS SHIPPING POINT FCA FACTORY UNLESS OTHERWISE SPECIFIED. WHEN AUTHORIZED, FREIGHT TO BE PREPAID. DO NOT SHIP COLLECT. ORIGINAL RECEIPTED FREIGHT BILL MUST ACCOMPANY THE INVOICE. SHIPMENT MUST BE MADE WITHIN THE TIME STATED ON PURCHASING

AGREEMENT, FAILING WHICH CITY RESERVES THE RIGHT TO PURCHASE ELSEWHERE AND CHARGE

VENDOR WITH ANY LOSS INCURRED, UNLESS DELAY IN MAKING SHIPMENT IS DUE TO UNFORESEEABLE CAUSES BEYOND THE CONTROL AND WITHOUT THE FAULT OR NEGLIGENCE OF THE VENDOR.

12. CHANGES: THIS PURCHASING AGREEMENT MAY AT ANY TIME, BY WRITTEN ORDER, BE CHANGED IN

REGARD TO THE MATERIALS OR SERVICE TO BE FURNISHED, QUANTITIES ORDERED, UNIT PRICE,

DISCOUNT, DELIVERY POINT OR ARRANGEMENTS, TERMS OR ANY OTHER MATTERS AFFECTING A VALID ORDER. IN THE EVENT SUCH CHANGE CAUSES AN INCREASE OR DECREASE IN THE COST OF DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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PERFORMANCE HEREUNDER, AN EQUITABLE ADJUSTMENT WILL BE MADE FOR THE COST THEREOF, SUBJECT TO THE APPROVAL OF THE PURCHASING MANAGER, AND WRITTEN NOTICE GIVEN THEREFORE.

13. WARRANTY: BADGER METER’S STANDARD WARRANTIES APPLY. (EXHIBIT A)

14. DISCOUNT: IN CONNECTION WITH ANY DISCOUNT OFFERED, TIME WILL BE COMPUTED FROM DATE OF

DELIVERY TO CARRIER WHEN DELIVERY AND ACCEPTANCE ARE AT POINT OF ORIGIN, OR FROM DATE OF

DELIVERY AND ACCEPTANCE IF AT DESTINATION OR FROM DATE CORRECT INVOICE IS RECEIVED BY CITY, IF INVOICE DATE IS LATER THAN DATE OF DELIVERY.

15. INSURANCE: ALL ORDERS WHERE WORK, MAINTENANCE, OR SERVICE IS PERFORMED ON CITY PROPERTY REQUIRE APPROPRIATE INSURANCE AND INDEMNIFICATION. SERVICES WILL BE SUSPENDED WITHOUT PROPER INSURANCE CERTIFICATES BEING ON FILE WITH THE CITY. CONTACT CITY PURCHASING OFFICE TO VERIFY THE TYPE OF INSURANCE REQUIRED.

16. EXEMPTIONS: THE CITY IS EXEMPT FROM PAYMENT OF FEDERAL EXCISE TAX. ALL INVOICES SHALL BE EXCLUSIVE OF SUCH EXCISE TAX. IF PURCHASE IS NOT SUBJECT TO SALES TAX, THE STATEMENT FOR RESALE WILL APPEAR IN THE BODY OF THE PURCHASING AGREEMENT.

17. INFRINGEMENT: VENDOR AGREES TO PROTECT, INDEMNIFY AND SAVE HARMLESS THE CITY AS BUYER,

ITS AGENTS, OFFICERS, EMPLOYEES, AND VOLUNTEERS FROM ANY CLAIM, LOSS OR DAMAGE FROM

INFRINGEMENT OF TRADEMARKS, PATENTS, COPYRIGHTS AND UNFAIR COMPETITION ACTION WITH RESPECT TO THIS AGREEMENT.

18. INDEMNITY: THE VENDOR SHALL HOLD THE CITY, ITS AGENTS, OFFICERS, EMPLOYEES, AND

VOLUNTEERS, HARMLESS FROM AND SAVE, DEFEND AND INDEMNIFY THEM AGAINST ANY AND ALL

CLAIMS, LOSSES, LIABILITIES, JUDGMENTS OR DAMAGES FROM EVERY CAUSE, INCLUDING BUT NOT

LIMITED TO INJURY TO PERSON OR PROPERTY OR WRONGFUL DEATH, INCLUDING REASONABLE COSTS

AND EXPENSES OF DEFENSE OF ANY JUDICIAL OR ADMINISTRATIVE ACTION, ARISING DIRECTLY OR

INDIRECTLY OUT OF ANY NEGLIGENT OR INTENTIONAL ACT OR OMISSION OF VENDOR, OR ITS AGENTS,

OFFICERS, EMPLOYEES, OR VOLUNTEERS RELATING TO OR DURING THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. VENDOR’S OBLIGATION TO DEFEND, INDEMNIFY, AND HOLD THE

CITY, ITS AGENTS, OFFICERS, AND EMPLOYEES HARMLESS UNDER THE PROVISIONS OF THIS PARAGRAPH

IS NOT LIMITED TO OR RESTRICTED BY ANY REQUIREMENT IN THIS AGREEMENT FOR VENDOR TO PROCURE AND MAINTAIN A POLICY OF INSURANCE. IN THE INDEMNITY CLAUSE CONTAINED HEREIN

VENDOR AGREES TO DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FROM THE NEGLIGENCE OF ITS EMPLOYEES, AMONG OTHER RISKS. WITH REFERENCE TO THE FOREGOING, THE PARTIES AGREE THAT

ALL RISK OF LOSS, INCLUDING BUT NOT LIMITED TO DAMAGES, PROPERTY LOSSES AND DEFENSE OF

THIRD PARTY SUITS, ARISING OUT OF OR RELATING TO THE OPERATION OF CITY OWNED VEHICLES BY VENDOR’S EMPLOYEES IS APPORTIONED TO VENDOR IN ACCORDANCE WITH THE PROVISIONS CONTAINED IN INDEMNITY.

19. GOVERNING LAW: THIS PURCHASING AGREEMENT SHALL BE DEEMED MADE IN, GOVERNED BY,

PERFORMED IN, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, U.S.A., WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS, PROVISIONS OR PRINCIPLES.

20. LIABILITY: THE CITY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE THAT MAY ACCRUE BY REASON OF THE DEATH OR INJURY OF THE PERSON OF THE VENDOR’S OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR

LICENSEES, OR BE SET UP AT ANY TIME BECAUSE OF PERSONAL INJURY OR DAMAGE TO PROPERTY

SUSTAINED BY ANY OTHER PERSON OR PERSONS, WHICH MAY HAVE BEEN CAUSED OR CONTRIBUTED TO,

APPROXIMATELY OR REMOTELY, BY REASON OF OR IN THE COURSE OF PERFORMANCE OF THE PURCHASING AGREEMENT. THE VENDOR SHALL ASSUME FULL RESPONSIBILITY FOR THE DEFENSE OF

ANY CLAIMS ARISING UNDER THE PURCHASING AGREEMENT AND THE VENDOR SHALL SAVE, KEEP, AND

BEAR HARMLESS THE CITY, ALL OFFICERS AND EMPLOYEES THEREOF, FROM ALL DAMAGES, COSTS, OR

EXPENSES BECAUSE OF PERSONAL INJURY OR PROPERTY DAMAGE BASED ON THE PERFORMANCE OF THIS PURCHASING AGREEMENT OR ASSERTED AGAINST IT.

DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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21. DISPUTES: ALL DISPUTES CONCERNING QUESTIONS OF FACT WHICH MAY ARISE UNDER THIS

PURCHASING AGREEMENT, AND NOT DISPOSED OF BY MUTUAL CONSENT SHALL BE DECIDED BY THE PURCHASING MANAGER.

22. OFFER AND ACCEPTANCE: VENDOR REPRESENTS ITS ACCEPTANCE TO PROVIDE PRODUCTS AND/OR SERVICES AS FOLLOWS: CITY’S OFFER TO PURCHASE PRODUCTS AND/OR SERVICES IS EXPRESSLY CONDITIONED UPON VENDOR’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH IN CITY’S PURCHASING AGREEMENT DOCUMENTS, SPECIFICATIONS, SUPPORTING DATA, AND THESE ARTICLES.

VENDOR AGREES THAT VENDOR’S ORDER ACKNOWLEDGMENT TERMS AND CONDITIONS RECEIVED PRIOR TO, DURING, OR AFTER ORDER PLACEMENT BY CITY ARE HEREBY REJECTED. CITY PURCHASING AGREEMENTS SIGNED BY THE CITY’S PURCHASING MANAGER OR HIS/HER DESIGNATED AGENT AND ISSUED TO VENDOR CONSTITUTE WRITTEN NOTIFICATION TO VENDOR OF CITY’S REJECTION OF ANY AND ALL VENDOR ORDER ACKNOWLEDGMENTS, COUNTER OFFERS AND CHANGES TO THE CITY’S TERMS AND CONDITIONS.

23. ASSIGNMENT: NEITHER THIS PURCHASING AGREEMENT NOR ANY PORTION THEREOF SHALL BE

SUBCONTRACTED OR ASSIGNED WITHOUT THE WRITTEN CONSENT OF THE CITY IN EACH AND EVERY INSTANCE.

24. MISCELLANEOUS: TIME IS OF THE ESSENCE IN EACH AND EVERY PROVISION OF THIS PURCHASING AGREEMENT.

DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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ATTACHMENT A
ANNUAL PURCHASE AGREEMENT NO. 197017

PURCHASE OF BADGER WATER METERS, METER READERS & RELATED PARTS CONTRACTUAL PRICING – EFFECTIVE JUNE 6, 2021

Part # Description Pricing
140201 M35 BB 3/4' X 9" BRONZE, 9 DIAL, PREWIRED 3 FT IN/OUTDOOR COMPLETE Part Number -103-6879
$175.41
140202 M35 BB 3/4" X 9" BRONZE BARE Part Number - 101-6838 $77.93 140203 M35 ORION ME/REG ONLY,3/4" HRE-LCD PLASTIC SHROUD Part Number - 103-6692 $112.59 140204 M55 BB 1" X 10 3/4 BRONZE BOTTOM 9 DIAL, PLASTIC SHROUD HRE-LCD COMPLETE Part Number - 103-6881
$255.23
140205 M55 BB 1" X 10 3/4 LL BRONZE BOTTOM BARE Part Number - 100-8665 $125.52 140206 M55 ORION ME/REG ONLY 1" HIGH VOLUME, 55 GPM HRE-LCD PLASTRIC SHROUD Part Number - 103-6695
$129.71
140207 M70 BB 1" X 10 3/4 BRONZE 9 DIAL, PREWIRED 3 FT IN/OUTDOOR COMPLETE Part Number - 103-6883
$281.37
140208 M70 BB 1" X 10 3/4 BRONZE BARE Part Number - 100-6147 $152.04 140209 M70 ORION ME/REG ONLY 1" HIGH VOLUME, 70 GPM HRE-LCD PLASTIC SHROUD Part Number - 103-6699
$129.71
140211 ER09 SERVICE ASSEMBLY FOR PLMT Part Number - 65848-003 $288.41 140212 SEAL PLUG, CALIBRATION SHAFT 1 1/2" X 4" Part Number - 62793-001 $2.73 140691 CHECK VALVE 2" C89833, MILWAUKEE Part Number- 26506-031 $227.51 140692 CHECK VALVE 2" MILWAUKEE UL/FM Part Number - 26506-018 $145.61 140693 VALVE ASSEMBLY 3" CS400 S KIT Part Number - 64066-002 $98.84 140694 VALVE ASSEMBLY 4" CS800 S KIT Part Number - 64131-002 $117.67 140695 VALVE ASSEMBLY 6" CS1500 S KIT Part Number - 64134-002 $141.22 140700 HEAD ASSEMBLY 3" TURBO SERIES LL BARE METER Part Number - 63010-026 $465.49 140701 HEAD ASSEMBLY 4" TURBO SERIES LL BARE METER Part Number - 63010-027 $481.16 140702 HEAD ASSEMBLY 6" TURBO SERIES LL BARE METER Part Number - 63010-028 $1,490.58 140703 HEAD ASSEMBLY 8" TURBO SERIES LL BARE METER Part Number - 63010-018 $1,501.03 140704 HEAD ASSEMBLY 10" TURBO SERIES LL BARE METER Part Number - 63010-030 $2,034.50 140705 HEAD ASSEMBLY 12" TURBO SERIES LL BARE METER Part Number - 63010-012 $1,966.51 140740 SCREEN 2"-3" CS400 Part Number - 64081-001 $1.89 140741 SCREEN 4"-6" CS800 & CS1500 Part Number - 64142-001 $2.13 148600 O-RING EPDM 3" 1.299 ID x .103W Part Number - 64083-002 $0.71 148605 O-RING EPDM 4" 1.612 ID x .103W Part Number - 64083-008 $0.71 148615 O-RING EPDM 4" 8.487 ID X .103W Part Number - 64803-009 $8.94 148620 O-RING EPDM 6" 1.609 ID X .139 W Part Number - 64803-010 $0.71 148625 O-RING EPDM 6" 10.484 ID X .139 W Part Number - 64803-011 $8.94 148601 O-RING EPDM 3" 6.987 ID X .103 W Part Number - 64803-003 $7.07 148630 O-RING 3" 122MM ID X 4MM Part Number - 62754-003 $5.65 148635 O-RING 6" 172MM X 5MM Part Number - 62754-004 $17.89 140090 ASSEMBLY,3" M-25 CHAMBER & DISC Part Number - 33334-023 $34.84 DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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140095 ASSEMBLY,4" M-35 CHAMBER & DISC SST-TR SER Part Number - 33334-056 $65.90 140210 METER WATER DISC SERIES - Bronze 5/8" X 3/4" Part Number - 103-6887 $152.20 140220 METER WATER DISC SERIES EP, M25 3/4"(9) Part Number - 103-6886 $161.53 140240 METER, M120 BARE, DISC, M120 1-1/2"-ELL DR W/TP, 430SS Part Number - 100-6161 $365.30 140250 METER WATER - DISC SERIES - Bronze 2" Part Number - 103-6914 $465.07 140470 METER TURBO CU/FT MODEL-WP 4" Part Number - 103-6917 $1,102.94 140490 METER BARE, TURBO, LL SERIES 6", ROUND W/TEST PLUG Part Number - 100-7722 $2,505.76 140500 METER, TURBO 8" ROUND LL W/TEST PLUG, LESS CONNECTIONS ORION, PLASTIC SHROUD Part Number - 103-6920
$2,736.21
140505 METER, TURBO 10" ROUND LL W/TEST PLUG, LESS CONNECTIONS ORION, PLASTIC SHROUD Part Number - 103-6923
$3,888.28
140510 METER, TURBO 12" ROUND LL W/TEST PLUG, LESS CONNECTIONS ORION, PLASTIC SHROUD Part Number - 103-6926
$4,185.36
140660 METER 3", COMPOUND LL, ROUND W/TEST PLUG ORION, PLASTIC SHROUD Part Number - UM1-0019-3701
$1,576.09
140670 METER 4", COMPOUND LL, ROUND W/TEST PLUG ORION, PLASTIC SHROUD Part Number - UM1-0019-3702
$2,645.12
140680 METER 6", COMPOUND LL, ROUND W/TEST PLUG ORION, PLASTIC SHROUD Part Number - UM1-0019-3703
$3,684.47
140690 METER 8", ROUND LESS CONNECTIONS HRE-LCD, PLASTIC LID ORION Part Number - UM1-0019-3704
$5,258.34
140815 FIRE SERIES METER 4", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6876
$2,973.77
140817 FIRE SERIES METER 6", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6895
$4,280.39
140819 FIRE SERIES METER 8", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6899
$5,349.43
140821 FIRE SERIES METER 10", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6903
$6,537.26
140835 FIRE SERIES ASSEMBLY 4", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3705
$5,495.91
140837 FIRE SERIES ASSEMBLY 6", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3706
$7,515.21
140839 FIRE SERIES ASSEMBLY 8", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3707
$10,009.66
140841 FIRE SERIES ASSEMBLY 10", ROUND, RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3708
$14,514.36
140843 FIRE SERIES ASSEMBLY 10" X 12", ROUND, RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3709
$15,618.46
140706 MAGNETIC FLOW METER + TRANSMITTER, 4", M2000 FLANGED, ORION FHSS Part Number - 100-0016
$1,638.94
140707 MAGNETIC FLOW METER + TRANSMITTER, 6", M2000 FLANGED, ORION FHSS Part Number - 100-0001
$1,876.50
140708 MAGNETIC FLOW METER + TRANSMITTER, 8", M2000 FLANGED, ORION FHSS Part Number - 100-0022
$2,161.58
140709 MAGNETIC FLOW METER + TRANSMITTER, 10", M2000 FLANGED, ORION FHSS Part Number - 103-4853
$2,684.22
140710 MAGNETIC FLOW METER + TRANSMITTER, 12", M2000 FLANGED, ORION FHSS Part Number - 103-6981
$3,396.92
140720 METER, FIRE HYDRANT + TRANSMITTER, 3" PORT, 316 SS BOLTS, Part Number -.

PT1-0000-0603
$805.14
140900 STRAINER, 3" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 103-6906
$486.46
140901 STRAINER, 4" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 103-2853
$582.59
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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140903 STRAINER, 6" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 101-9753
$961.59
140905 STRAINER, 8" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 100-8315
$1,213.28
140907 STRAINER, 10" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 100-8316
$2,285.15
140909 STRAINER, 12" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 100-8317
$2,799.88
140085 REDUCER, NIPPLE 2-1/2 " - 7-1/2" N H Part Number - 25724-000 $95.19 140086 COUPLING, SWV 2-1/2 - 7-1/2 " W/OUT SCREEN Part Number - 63180-001 $157.25 140200 BIT TORX HEAD BADGER Part Number - 62657-001 $3.39 140224 METER, M25 BARE, LL BRONZE 5/8 X 3/4 - 3/4 BORE, 3/4 X 7-1/2 Part Number - 100- 6136
$39.62
140225 METER WATER M25 3/4"(9), PL Btm, Part Number - 103-6886 $48.94 140240 METER, M120 BARE, DISC 1-1/2" ELLIPTICAL LONG DRILLED W/TEST PLUG Part Number - 100-6161
$254.54
140490 METER BARE, TURBO, LL SERIES 6", ROUND W/TEST PLUG Part Number - 100-7722 $2,382.79 140491 METER BARE, TURBO, LL SERIES 8", ROUND W/TEST PLUG Part Number - 100-7912 $2,613.23 140492 METER BARE, TURBO, LL SERIES 10", ROUND W/TEST PLUG Part Number - 100-8184 $3,765.30 140493 METER BARE, TURBO, LL SERIES 12", ROUND W/TEST PLUG Part Number - 103-6848 $4,062.38 140650 METER BARE, COMPOUND LL SERIES 3", ROUND W/TEST PLUG Part Number - UM1-0000-6055
$1,306.60
140651 METER BARE, COMPOUND LL SERIES 4", ROUND W/TEST PLUG Part Number - UM1-0000-6056
$2,375.65
140653 METER BARE, COMPOUND LL SERIES 6", ROUND W/TEST PLUG Part Number - UM1-0000-6237
$3,415.01
140655 METER BARE, COMPOUND LL SERIES 8", ROUND W/TEST PLUG Part Number - UM1-0006-1424
$4,988.88
140830 METER BARE, FIRE SERIES 4" RCDL, LL ROUND EXTERNAL STRAINER Part Number - 103-6856
$2,850.79
140831 METER BARE, FIRE SERIES 6" RCDL, LL ROUND EXTERNAL STRAINER, Part Number - 103-6894
$4,157.39
140832 METER BARE, FIRE SERIES 8" RCDL, LL ROUND EXTERNAL STRAINER Part Number - 103-6898
$5,226.44
140833 METER BARE, FIRE SERIES 10" RCDL, LL ROUND EXTERNAL STRAINER Part Number - 103-6902
$6,414.28
140850 METER BARE FIRE ASSEMBLY, 4" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3710
$5,226.44
140851 METER BARE FIRE ASSEMBLY, 6" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3711
$7,245.75
140852 METER BARE FIRE ASSEMBLY, 8" RCDL, LL ROUND EXTERNAL STRAINER, Part Number - UM1-0019-3712
$9,740.19
140853 METER BARE FIRE ASSEMBLY, 10" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3713
$14,253.94
140854 METER BARE FIRE ASSEMBLY, 10" X 12" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3714
$15,450.81
140920 REGISTER, M25 DISC METER 5/8" X 3/4" X 7.5" LAY LENGTH HRE-LCD PLASTIC SHROUD Part Number - 102-6511
$112.59
140921 REGISTER, M35 DISC METER 3/4" X 9" LAY LENGTH HRE-LCD PLASTIC SHROUD Part Number - 103-6911
$112.59
140922 REGISTER, M120 DISC METER 1-1/2" HRE-LCD PLASTIC SHROUD Part Number - 103- 6927
$122.98
140923 REGISTER, M170 DISC METER 2" HRE-LCD PLASTIC SHROUD Part Number - 103-6929 $122.98 140924 REGISTER, TURBO METER 4" HRE-LCD PLASTIC SHROUD Part Number - 103-6931 $122.98 140925 REGISTER, TURBO METER 6" HRE-LCD PLASTIC SHROUD Part Number - 103-6932 $122.98 DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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140926 REGISTER, TURBO METER 8" HRE-LCD PLASTIC SHROUD Part Number - 103-6934 $122.98 140927 REGISTER, TURBO METER 10" HRE-LCD PLASTIC SHROUD Part Number - 103-6936 $122.98 140928 REGISTER, COMPOUND METER 3" HRE-LCD PLASTIC SHROUD - Low Part Number - 103-6938
$134.72
NEW REG 4, 3"CSM HI, HR-E LCD Part Number - 103-6941 $134.72 140929 REGISTER, COMPOUND METER 4" HRE-LCD PLASTIC SHROUD - Low Part Number - 103-6943
$134.72
NEW REG 4, 4"CSM HI, HR-E LCD Part Number - 103-6945 $134.72 140930 REGISTER, COMPOUND METER 6" HRE-LCD PLASTIC SHROUD Low Part Number - 103-6947
$134.72
NEW REG 4, 6"CSM HI, HR-E LCD Part Number - 103-6949 $134.72 140931 REGISTER, COMPOUND METER 8" HRE-LCD PLASTIC SHROUD Low Part Number - 103-6950
$134.72
NEW REG 4, 8"CSM HI, HR-E LCD Part Number - 103-6952 $134.72 140934 REGISTER, FIRE SERIES METER 4" HRE-LCD PLASTIC SHROUD Part Number - 103- 6966
$122.98
140935 REGISTER, FIRE SERIES METER 6" HRE-LCD PLASTIC SHROUD Part Number - 103- 6968
$122.98
140936 REGISTER, FIRE SERIES METER 8" HRE-LCD PLASTIC SHROUD Part Number - 103- 6970
$122.98
140937 REGISTER, FIRE SERIES METER 10" HRE-LCD PLASTIC SHROUD Part Number - 103- 6972
$122.98
140940 REGISTER, FIRE ASSEMBLY METER 4" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3715
$269.44
140941 REGISTER, FIRE ASSEMBLY METER 6" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3716
$269.44
140942 REGISTER, FIRE ASSEMBLY METER 8" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3717
$269.44
140943 REGISTER, FIRE ASSEMBLY METER 10" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3718
$269.44
140944 REGISTER, FIRE ASSEMBLY METER 10" X 12" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3719
$269.44
140960 FIRE HYDRANT ORION ENDPOINT GUARD KIT Part Number - 68874-001 $123.71 140961 ENDPOINT, LTE-M W/INSTALLATION KIT Part Number - 100-1137 $91.26 140100 METER, ULTRASONIC SS 5/8 X 3/4 X 7.5 Part Number - 103-6973 $138.35 140105 METER, ULTRASONIC SS 3/4 X 7.5 Part Number - 103-6974 $160.40 140110 METER, ULTRASONIC SS 3/4 X 9 Part Number - 103-6975 $170.43 140115 METER, ULTRASONIC SS 1 X 10-3/4 Part Number - 100-4097 $185.46 140120 METER, ULTRASONIC SS 1-1/2 X 13 Part Number - 103-6982 $330.83 140125 METER, ULTRASONIC SS 2 X 17 Part Number - 103-6976 $441.10 140130 METER, ULTRASONIC SS 3 X 12 Part Number - 103-6977 $1,414.03 140135 METER, ULTRASONIC SS 3 X 17 Part Number - 103-6978 $1,433.58 140140 METER, ULTRASONIC SS 4 X 14 Part Number - 103-6979 $1,724.80 140145 METER, ULTRASONIC SS 4 X 20 Part Number - 103-6980 $1,744.35 SHIPPING POINT IS FCA FACTORY, NO CHARGE. ANY FREIGHT/DELIVERY CHARGES SHALL BE INCLUDED IN THE UNIT PRICE.

PRICING IS NET TO THE CITY, EXCLUSIVE OF FEDERAL EXCISE TAX, CALIFORNIA STATE, LOCAL, SALES AND USE TAX.

DUE TO CONTINUOUS IMPROVEMENTS AND REDESIGN OF BADGER PRODUCTS AND TECHNOLOGY SOLUTIONS,

BADGER RESERVES THE RIGHT TO PROVIDE OUR NEWEST PRODUCT SOLUTIONS AS AN ALTERNATIVE TO THE DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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PROPOSED PRODUCTS PROVIDED THEY ARE IN CONFORMANCE WITH THE REQUIREMENTS OF THE SPECIFICATIONS AND DO NOT EXCEED THE PRICES QUOTED.

CITY OF MODESTO SALES TAX RATE 7.875%
PAYMENT TERMS: NET 30
VENDOR CONTACT: NAME: BRIAN HELPHAND
PHONE # 916-521-0390
EMAIL: [email protected]
ORDER PLACEMENT: NAME: CUSTOMER SERVICE
PHONE # 800-876-3837
EMAIL: [email protected]
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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EXHIBIT A

GENERAL TERMS & CONDITIONS
ANNUAL PURCHASE AGREEMENT NO. 197017

PURCHASE OF BADGER WATER METERS, METER READERS & RELATED PARTS Badger Meter Terms and Conditions of Sale

1. Definitions. “Buyer” means the party purchasing goods or services pursuant to these Terms and Conditions of Sale (“Terms and Conditions”). “Badger Meter” means Badger Meter, Inc., a Wisconsin corporation. “Goods” means the Badger Meter goods and/or services sold or otherwise provided pursuant to these Terms and Conditions.

2. Controlling Provisions.

Generally. This document, including the provisions in Badger Meter's quotation, proposal, price list, acknowledgment and invoice, and Badger Meter's Limited Warranties described in Section 12 (the "Agreement") constitutes an offer by Badger Meter to provide the Goods to Buyer. If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to the express terms contained in this Agreement. Buyer's acceptance of this offer is limited to the terms, covenants and conditions contained in this offer. Badger Meter hereby objects to and rejects any additional, different or varying terms proposed by Buyer, regardless of whether or when Buyer submitted its purchase order or such terms. Such proposal of additional, different or varying terms by Buyer shall not operate as a rejection of Badger Meter's offer, and Badger Meter's offer shall be deemed accepted without such additional, different or varying terms. Fulfillment of Buyer's order does not constitute acceptance of Buyer's terms and conditions and does not serve to modify this Agreement. THIS AGREEMENT

CONSTITUTES THE FINAL EXPRESSION OF THE AGREEMENT BETWEEN BADGER METER

AND BUYER REGARDING THE GOODS AND IT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THAT AGREEMENT. ANY TERMS, CONDITIONS, NEGOTIATIONS OR UNDERSTANDINGS

WHICH ARE NOT CONTAINED IN THIS AGREEMENT SHALL HAVE NO FORCE OF EFFECT

UNLESS MADE IN WRITING AND SIGNED BY BUYER AND AN AUTHORIZED OFFICER OF BADGER METER. Badger Meter's sales representatives do not have authority to change this Agreement.

Badger Meter reserves the right to correct clerical errors in its documents. It is the express wish of the parties that this document and any related documents be drafted in English. The parties agree that in case of any discrepancy between interpretation of the German and English version of this contract, the English version (wording) shall prevail.

Acceptance. Buyer shall be deemed to have made an unqualified acceptance of this offer and the Agreement on the earliest of the following to occur: (a) Badger Meter's receipt of a copy of this Agreement (or any document incorporating this Agreement) signed by Buyer, (b) Buyer's order of Goods after receiving notice of this Agreement, (c) Buyer's payment of any amounts due under this Agreement, (d) Buyer's delivery to Badger Meter of any material to be furnished by Buyer, (e) Badger Meter's delivery of the Goods following Buyer's order, (f) Buyer's failure to notify Badger Meter to the contrary within ten (10) days of receipt of this Agreement, or (g) any other event constituting acceptance under applicable law.

3. Storage. If the Goods are not shipped within fifteen (15) days after notification to Buyer that they are ready for shipping, for any reason beyond Badger Meter’s reasonable control, including without limitation Buyer’s failure to give shipping instructions, Badger Meter may store such Goods, at Buyer’s risk, in a warehouse or yard located on Badger Meter’s premises, and Badger Meter may at its sole discretion charge Buyer and Buyer DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices on the stored Goods.

4. Prices. Unless stated otherwise in a governing quotation or tender, prices are stated and payable in U.S. dollars or Euros FCA Badger Meter's Facility (pursuant to Incoterms 2010 of the International Chamber of Commerce, as amended or restated from time to time ["Incoterms"]). All prices are subject to change based on Badger Meter's selling prices in effect as of the date of shipment. Quoted prices are firm for acceptance, via an order, within the effective dates provided in the quote, shipping within sixty (60) days past the expiration of the quote. Prices quoted for blanket orders are subject to review and retroactive adjustment, if necessary, based on actual quantities shipped. Written quotations are void unless accepted within the effective dates listed on the quotation and are subject to earlier change upon notice from Badger Meter. Other Badger Meter publications are maintained as sources of information and are not quotations or offers to sell.

5. Taxes. All prices are exclusive of all sales, use, value added, customs and excise taxes, and any other taxes, duties, fees and charges of any kind imposed by any governmental authority in connection with this Agreement. Buyer shall pay or reimburse Badger Meter on demand for all such taxes, duties, fees and charges but Buyer shall not be responsible for any taxes imposed on, or with respect to, Badger Meter's income.

6. Title and Risk of Loss. All Goods are shipped F.C.A. Badger Meter's Facility (pursuant to Incoterms 2010 of the International Chamber of Commerce, as amended or restated from time to time). Buyer is responsible for all delivery charges for Goods. Title and risk of loss or damage to Goods passes to Buyer when Goods are moved from Badger Meter’s dock into the conveyance vehicle for transport.

7. Payment Terms. Buyer shall pay all invoices within thirty (30) days of the invoice date. Badger Meter reserves the right to establish credit limits for Buyer and may require full or partial payment prior to shipment of any Goods or commencement of any services provided hereunder. All payments shall be made via payment methods allowed by Badger Meter according to instructions provided by Badger Meter. For Buyers outside the U.S., Badger Meter may require cash in advance or a Letter of Credit for payment or security in a form acceptable to Badger Meter. If Buyer does not pay Badger Meter any amount due under this Agreement or any other Agreement when such amount is due or if Buyer defaults in the performance of this Agreement, Badger Meter may, without incurring liability to Buyer and without prejudice to Badger Meter's other lawful remedies (a) terminate Badger Meter's obligations under this Agreement, (b) declare immediately and due payable all Buyer's obligations to Badger Meter, (c) change credit terms with respect to any further work or deliveries, (d) suspend or discontinue any further work or deliveries and/or (e) repossess the Goods. Buyer agrees to reimburse Badger Meter for all costs and fees including, without limitation, attorneys' fees and repossession fees incurred by BadgerMeter in collecting any sum owed by Buyer to Badger Meter. Any invoices which Buyer does not pay within the time provided in this Agreement shall bear interest at the lower of (i) one and a half percent (1.5%) per month up to a maximum of eighteen percent (18%) per year; or (ii) the highest rate permitted by applicable law.

Buyer shall not set off amounts due to Badger Meter against claims against Badger Meter.

8. Packaging. Badger Meter reserves the right to select the manner in which Goods are packaged.

Special requirements for packing will be subject to extra charges.

9. Delivery. Shipping dates and completion dates quoted by Badger Meter are made in good faith but are not guaranteed; Badger Meter reserves the right to extend shipping dates as it deems necessary in its sole discretion, without incurring liability to Buyer and to make delivery in installments. Time for delivery shall not be of the essence. In the absence of shipping instructions from Buyer, Badger Meter will use its discretion as to the selection of shipping services and routings. Installation of Goods is the responsibility of the Buyer unless otherwise agreed in writing. If Badger Meter agrees to ship F.C.A. Other U.S. locations (pursuant to Incoterms) within the United States (U.S.), upon receipt of shipment, Buyer must inspect the goods for damage, shortage, or DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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nonconformance. Buyer will make note of damage on the carrier’s delivery receipt. Claims for shortages or other errors must be made in writing to Badger Meter within seven (7) days after receipt of shipment and claims for concealed damage must be made to Badger Meter within fifteen (15) days after receipt of shipment. Failure to give such notice shall constitutes unqualified acceptance and a waiver of all such claims by Buyer. When the Buyer’s carrier and account are used for transit, the Buyer shall be responsible for any claims made for visible and concealed damage and/or loss of partial or complete shipment.

10. Force Majeure. Badger Meter shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Badger Meter including, without limitation, acts of God, terrorism, health-related events (i.e. virus), acts of Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slow-down, war, riot, delay in transportation, delayed delivery by suppliers, or inability to obtain necessary labor and materials. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

11. Orders; Changes and Cancellations. Buyer's orders or mutually agreed change orders shall be subject to all provisions of this Agreement, whether or not the order or change order so states. No order shall be binding upon Badger Meter until received and accepted by Badger Meter in its sole discretion. Minimum order value is $200 U.S.D. or EUR 200. Orders submitted to Badger Meter may not be cancelled or amended, or deliveries deferred, by Buyer except with Badger Meter's prior written consent, and then only upon such terms as shall be acceptable to Badger Meter on a product by product basis. In the event of cancellation of an order by Buyer, Buyer shall pay Badger Meter's reasonable costs and expenses, plus Badger Meter's usual rate of profit for similar work, and all cancellation charges imposed by Badger Meter's suppliers. Neither Buyer’s acceptance of this offer nor any conduct by Badger Meter (including but not limited to shipment of Goods) will oblige Badger Meter to sell to Buyer any quantity of Goods in excess of the quantity that Buyer has committed to purchase from Badger Meter at the time of such acceptance or conduct. Due to continuous efforts to improve and redesign of our products and technology solutions, Badger Meter reserves the right to provide our newest product solutions as an alternative to the quoted or ordered Goods, provided they are in conformance with the requirements of any agreed specifications and do not exceed the prices quoted.

12. Limited Warranties.

Generally. Unless otherwise agreed in a writing signed by an authorized officer of Badger Meter, provided by Badger Meter in a written product-specific warranty or online at http://www.badgermeter.com/Company/Legal/Warranty-Policy.htm, or passed through by Badger Meter from the original equipment manufacturer, Badger Meter warrants the Goods supplied hereunder to be free from significant defects in material and workmanship under normal use and service for a period of 18 months from the date of shipment or 12 months from the date of installation, whichever period shall be shorter (“the Warranty Period”). This warranty applies only to the original purchaser of the Goods and does not apply to Goods that are the subject of negligence, accident, or damage by circumstances beyond Badger Meter’s control, or any improper operation, maintenance, storage, installation or use. This warranty does not apply to Goods or component parts that were not manufactured by Badger Meter and not covered by a Badger Meter or original equipment manufacturers written warranty, all of which are sold “AS IS” and without warranty by Badger Meter. This warranty applies only to covered defects that are discovered during the Warranty Period. Buyer'sfailure to provide Badger Meter with written notice of any alleged defect within ten (10) days after its discovery constitutes a waiver of the remedies specified herein. If Badger Meter receives timely notice, and if the Goods are proved to Badger Meter’s satisfaction to have a warranted defect, Badger Meter will, at its own discretion, expense and within a reasonable period of time, either (1) repair, correct or cure the warranted defect(s), or (2) replace the specific Goods at issue, or (3) give Buyer a refund of the price it paid for the Goods, prorated where appropriate to adjust DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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for the value of any conforming Goods or services accepted and retained by Buyer. Any parts of Goods repaired or replaced under warranty are warranted only for the balance of the Warranty Period on the original part that was repaired or replaced. These remedies shall be Buyer’s exclusive remedies (and the sole and exclusive liability of Badger Meter) for any defects or deficiencies relating to or arising out of Goods sold or services performed. All repairs are made on a C.P.T. factory basis (pursuant to Incoterms). THE WARRANTIES IN THIS SECTION

ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO GOODS SOLD OR OTHERWISE PROVIDED BY BADGER METER. BADGER METER EXPRESSLY DISCLAIMS ANY AND ALL

OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,

INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR

PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Buyer's Obligations. Buyer must satisfy the following obligations in order to be eligible for coverage by the applicable warranty. Prior to using or permitting use of the Goods, Buyer shall determine the suitability of the Goods for the intended use and Buyer assumes all risk and liability whatsoever in connection therewith. Buyer agrees that Badger Meter has no post–sale duty to warn Buyer or any other party about any matter or, if such duty exists, Badger Meter satisfies that duty by providing any required warnings only to Buyer. Buyer assumes all post–sale duty to warn its customers and indemnifies Badger Meter against any Losses (as defined in Section 17 below) in connection with such duty or failure to warn. Buyer agrees to test and evaluate Goods promptly upon receipt to ensure compliance with all specifications, quality requirements and other requirements of Buyer's application. Badger Meter does not guaranty the accuracy of information given and recommendations made as to suitability of Goods for Buyer's application or operating conditions. Nothing shall be construed to imply the nonexistence of any relevant patents or to constitute a permission, inducement or recommendation to practice any invention covered by any patent without authority from the patent owner.

13. Intellectual Property. No Intellectual Property (as defined below) is assigned to Buyer hereunder. Badger Meter shall own or continue to own all Intellectual Property used or created in the course of performing this Agreement. To the extent, if any, that any ownership interest in and to such Intellectual Property does not automatically vest in Badger Meter, and instead vests in Buyer, Buyer agrees to grant and assign and hereby does grant and assign to Badger Meter all right, title and interest that Buyer may have in and to such Intellectual Property. Buyer agrees not to reverse engineer any Goods purchased or provided hereunder. "Intellectual Property" means patents and patent applications, inventions, developments and discoveries, whether or not patentable or copyrightable, trademarks, service marks, trade dress, copyrights, trade secrets, designs, drawings, specifications, database rights, rights in and to confidential information and know-how, and any rights analogous to the same anywhere in the world and existing at any time in the Goods or arising out of or relative to the design or manufacture of the Goods or the provision of services, and all other Intellectual Property and proprietary rights.

Any use of Badger Meter's or its affiliates' or suppliers' trademarks in advertisements or promotion must be preapproved in writing by Badger Meter. Buyer agrees to take all steps which Badger Meter may from time to time consider to be necessary to perfect or protect Badger Meter's or its affiliates' or suppliers' rights in Badger Meter's Intellectual Property including, without limitation, executing all necessary assignments, declarations, and other documents requested by Badger Meter from time to time. Upon expiration or termination of this Agreement for any reason, Buyer shall take such steps and execute such documents as Badger Meter requests to cause Badger Meter or its affiliates or suppliers to own all rights in the Intellectual Property and to terminate any rights Buyer or its affiliates may have to use the Intellectual Property. Buyer shall inform Badger Meter promptly of any potential or actual infringement of any of Badger Meter's or its affiliates' or suppliers' Intellectual Property and shall provide all assistance and information required by Badger Meter, at Badger Meter's expense, in connection with any such infringement.

14. Compliance with Laws. Buyer agrees to familiarize itself with and comply with all laws and regulations now or hereafter in effect and applicable to the purchase, transport, use, supply, storage, sale, offer for sale, lease DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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and/or disposal of the Goods ("Laws") including, without limitation, to the extent applicable, the U.S. Foreign Corrupt Practices Act and all other anti-bribery laws, all U.S. anti-boycott laws, and the U.S. Export Administration Act and all regulations thereunder. If Buyer or its affiliates, agents or representatives engages a freight forwarder or similar service provider, Buyer shall provide Badger Meter with copies of freight forwarder (or similar) records regarding Goods exports promptly upon request.

Buyer shall promptly notify Badger Meter in writing if Buyer receives notice of or otherwise has reason to believe that a violation of any applicable trade laws has occurred or is likely to occur. Buyer assumes all risk with respect to compliance of Goods with applicable Laws (including without limitation all environmental laws in any jurisdiction).

Buyer acknowledges that certain Goods may have restrictions on who can purchase, transport, use, supply, store, sell, offer for sale, lease and/or dispose of ("Actions") the Goods and on how and where such Actions may take place. Buyer agrees to be responsible for determining who may take such Actions and how and where such Actions may take place after Badger Meter's delivery hereunder, and further agrees to ensure that its customers comply with such requirements.

By accepting this Agreement, Buyer confirms that:
 Buyer understands that Goods provided by Badger Meter are subject to U.S. export control laws and regulations, including, without limitation, the International Traffic in Arms Regulation (ITAR) or the Export Administration Regulations;
 Buyer will comply with all applicable U.S., EU, and UN laws and regulations and any other laws, regulations, or orders of similar effect enforced any other applicable jurisdiction whenever we export, re-export, or transfer Product(s) acquired from Badger Meter, insofar as it does not infringe any applicable anti-boycott rule, and acknowledges that the controlling laws and regulations may be amended from time to time;  Buyer acknowledges that U.S. law prohibits the sale, transfer, export, re-export, or participation in any export transaction involving Badger Meter’s Goods with individuals or companies listed in the United Nations Financial Sanctions List, Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List; the U.S. Department of State Nonproliferation Sanctions, AECA Debarred List; U.S. Department of Treasury’s Specially Designated Nationals, Foreign Sanctions Evaders List, Sectoral Sanctions Identifications (SSI) List, Palestinian Legislative Council (PLC) List, The List of Foreign Financial Institutions Subject to Part 561 List, and Blocked Persons Lists; and any additional lists added by the U.S. Government. Buyer will not transfer, export, or re-export, directly or indirectly to any party identified on a restricted party list published by the U.S. government, European Union, or any other government, or to any party otherwise prohibited under any applicable law from receiving Badger Meter Goods;
 Buyer will not use, sell, transfer, export or re-export Badger Meter Goods for use in any activity related to the development, production, use, stockpiling, maintenance, or proliferation of weapons of mass destruction, including, without limitation, uses related to nuclear, chemical or biological weapons (i.e. the nuclear, chemical or biological materials/substances themselves could be used in weapons and/or the weapon delivery systems for those materials/substances) (“Weapons”), and that Buyer will not transfer, divert, export, or re-export, directly or indirectly, Goods, including any products developed or manufactured using Badger Meter’s Goods, to any party engaged in any such activity. nor use such Goods in any facilities that are engaged in activities related to such Weapons. This restriction also includes, but is not limited to:
o nuclear explosive activities, safeguarded and unsafeguarded nuclear activities o rocket systems or unmanned air vehicles
o maritime nuclear propulsion;
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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 If Buyer is subsequently engaged in the use, development, production, transfer, export or re-export of any Badger Meter Goods, Buyer acknowledges that it may be subject to and responsible for the export licensing requirements of the U.S. government or any other government;  Buyer acknowledges that it may receive Goods from Badger Meter exported under a written authorization from the U.S. government or any other government and acknowledge that it may be subject to and responsible for conditions subject to this written authorization and/or be subject to and responsible for the re-export licensing requirements applicable to the U.S. government’s or any other government’s written authorization;  Buyer will comply with all applicable laws and regulations whenever Buyer transfers, exports, or reexport Goods obtained from Badger Meter, and Buyer acknowledges that the controlling laws and regulations may be amended from time to time; and
 Buyer will provide Badger Meter with information regarding end-user, end-use, and country of ultimate destination if purchasing Badger Meter Goods for anything other than stock inventory.

15. Customer Validation. Badger Meter reserves the right to determine OEM qualifications of any and all buyers to request end customer invoicing in situations where project pricing may have been granted by the factory.

Badger Meter reserves the right to determine market definition of any and all buyers and to employ third-party sources, including SIC codes, and/or information about the application or products purchased to determine market definition.

16. Nuclear Disclaimer. The Goods are not intended for use in connection with any nuclear facility or activity unless covered by a specific quotation where the conditions of such usage will be detailed. If the Goods are used in a nuclear facility or activity without a supporting quotation, Badger Meter disclaims all liability for any damage, injury or contamination and Buyer shall indemnify and hold Badger Meter, its shareholders, directors, officers, agents, employees, successors, assigns and customers, whether direct or indirect, harmless from and against any and all Losses (as defined in Section 17) which they, or any of them, may sustain or incur, whether as a result of breach of contract, warranty, tort (including negligence), strict liability or other theories of law, by reason of such use. The foregoing shall not be deemed to imply or impose liability on Badger Meter where the Goods are used in a nuclear facility or activity with a supporting quotation; all limitations and exclusions in this Agreement and in Badger Meter's Limited Warranty shall apply.

17. Limitation of Liability.

Cap on Liability. Badger Meter’s aggregate liability in any and all claims and causes of action arising under, out of or in relation to this Agreement, its negotiation, performance, breach or termination (collectively “Causes of Action”) shall not exceed the total amount paid by Buyer to Badger Meter under this Agreement, whether the Causes of Action are in tort including, without limitation, negligence or strict liability, in contract, under statute or otherwise.

Limitation and Exclusion of Damages. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, BADGER METER’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES.

BADGER METER SHALL NOT BE LIABLE FOR: (I) ANY CONSEQUENTIAL, INDIRECT,

INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, DIRECT OR INDIRECT LOST

PROFITS OR REVENUES OR DIMINUTION IN VALUE, SHUTDOWN OR SLOWDOWN COSTS, OR

LOSSES RELATING TO COLLATERAL CONTRACTS, ARISING OUT OF OR RELATING TO ANY

BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES

HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR

OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE; (II) ANY IN/OUT COSTS; (III) ANY MANUAL METER READING COSTS AND EXPENSES NOR (IV) ANY COSTS AND

EXPENSES TO REMOVE PRODUCT FOR WARRANTY ANALYSIS, OR RE-INSTALLATION COSTS AND EXPENSES; “IN/OUT COSTS” MEANS ANY COSTS OR EXPENSES INCURRED BY BUYER IN TRANSPORTING GOOD BETWEEN ITS WAREHOUSE AND ITS END USER’S PREMISES. “END USER” MEANS ANY END USER OF THE WATER OR GAS THAT PAYS BUYER FOR THE CONSUMPTION OF WATER OR GAS, AS APPLICABLE.

Limitations Unconditional. The limitations on liability set forth in this Agreement are fundamental inducements to Badger Meter entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Badger Meter the maximum protection permitted under law.

Limit on Actions. To the maximum extent permitted by law, no Cause of Action may be instituted by Buyer against Badger Meter more than twelve (12) months after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than twelve (12) months prior to the filing of the Cause of Action shall be recoverable.

18. Indemnification. Buyer releases and agrees to defend, indemnify and hold harmless Badger Meter its shareholders, directors, officers, employees, agents, affiliates, successors, assigns and customers from and against all claims, liabilities, actions, causes of action, fines, penalties, judgments, demands, damages, losses, costs and expenses, including without limitation attorneys' fees and costs, and including damages arising from personal injury or death, in law or in equity, of every kind and nature whatsoever (collectively, “Losses”), arising out of (a) Buyer’s or its End User's use of the Goods, (b) breach of this Agreement by Buyer, (c) Buyer's or its End User's products, materials, performance, designs, approvals or instructions, (d) infringement of third party proprietary rights, except to the extent such Losses arise out of a breach of this Agreement by Badger Meter, (e) any violation of Buyer of any law, rule or regulation, (f) any negligence or willful misconduct of Buyer, or (g) any modifications or changes made to the Goods by or on behalf of any person other than Seller or its Representatives, if the infringement would have been avoided without such modification or change. Prior to settling any claims, Buyer will give Badger Meter an opportunity to participate in the defense and/or settlement of such claim. Buyer shall not settle any claim without Badger Meter's written consent. In the event of any recall affecting Goods, Badger Meter shall have the right to control the recall process and Buyer shall fully cooperate with Badger Meter in connection with the recall.

19. Confidentiality.

Generally. Buyer acknowledges that all Badger Meter Confidential Information (as defined below) which may be disclosed to it by Badger Meter or its affiliates or suppliers shall at all times, during and after expiration or termination of this Agreement for any reason, remain Badger Meter's exclusive property, and Buyer shall not acquire any proprietary interest whatsoever therein. Buyer shall (and shall cause its employees and contractors to) keep all Badger Meter Confidential Information strictly confidential and shall not disclose it to any third party or use it, except to the extent reasonably required to perform this Agreement or as required under applicable law, court order or regulation. As used herein “Badger Meter Confidential Information” means any and all non-public information of Badger Meter, including without limitation the terms of this Agreement, and all non-public data, specifications, equipment and product information, prototypes, drawings, technical information, engineering drawings, forecasts, sales data, “know-how”, designs, computer programs, processes, inventions, current and future (unreleased) products and technology, and confidential business information such as cost data, profit margins, sales strategies, supplier information, procurement requirements, employee information, customer preference or needs, customer data and employee capabilities which are not available to the public, unpublished DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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U.S. and foreign patent applications, invention disclosure forms, all technical information about products or services, pricing information, marketing and marketing plans, Goods performance, Goods architecture and design, other business and financial information, software, third party information Badger Meter is required to keep confidential, any materials derived from or based upon Badger Meter Confidential Information, and all trade secrets. Badger Meter Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by Buyer. Notwithstanding the foregoing, “Badger Meter Confidential Information” shall not include:
(i) any information that is in the public domain other than due to Buyer’s breach of this Agreement; or (ii) any information Buyer can demonstrate by documentary evidence was in the possession of the Buyer without restriction prior to disclosure by Badger Meter. Upon expiration or termination of this Agreement for any reason, and otherwise upon Badger Meter’s request, Buyer shall, within fifteen (15) days surrender to Badger Meter all plans, drawings, specifications, sketches, literature, samples, documents and other tangible objects and copies thereof relating to Badger Meter Confidential Information and all of Badger Meter's or its affiliates' or suppliers' property. Nothing in this Agreement shall be construed to limit or negate the common or statutory law of torts or trade secrets where it provides Badger Meter, its affiliates or suppliers with broader protection than that provided herein.

Engineering Data. All engineering data, design information and engineering and shop drawings used in the completion of Buyer's order are and shall remain Badger Meter's property. Buyer shall not copy, distribute or communicate to any third party such data without Badger Meter's prior written permission. However, Buyer shall distribute appropriate product data regarding operation, safety and maintenance to the end user.

Personal Information Safeguards. This Section will apply unless superseded by a prior agreement.

Under this Agreement, Badger Meter will not receive, or have access to, use or store Personal Information (as defined below), unless otherwise notified by Buyer with written notice that such information is pertinent to the transaction. If however, Badger Meter receives, or has access to, uses or stores Personal Information under this Agreement, then this will apply (in addition to Section 18 [Confidentiality]). “Data Protection Law” means: (a) the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 (as updated); (b) any other applicable data privacy legislation or regulation; and (c) Badger Meter’s privacy policy.
“Personal Information” means any information relating to an identified natural person or a directly or indirectly identifiable natural person.

To the extent Badger Meter receives, or has access to, uses or stores Personal Information under this Agreement, Badger Meter will:
immediately notify Buyer;
implement and maintain administrative, physical, and technical safeguards (“Safeguards”) that meet or exceed relevant industry standards and that protect the security and privacy of Personal Information. Badger Meter will not permit access to Personal Information except to those who need to know it in order to perform under this Agreement, and will ensure that any third party accessing Personal Information protect it with Safeguards at least as strong as Badger Meter’s Safeguards; upon Buyer’s instruction and in accordance with Badger Meter’s electric record retention policy, delete such Personal Information immediately or return it to Buyer in a secure manner and delete all remaining copies of Personal Information after such return and provide documentation of the deletion to Buyer; DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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not use the Personal Information for any other purpose than compliance with its’ obligations under this Agreement; and if Badger Meter has reason to believe that Personal Information is reasonably likely to have been accessed for an unauthorized purpose or by unauthorized persons (a “Breach”): (a) promptly notify Buyer (b) reasonably assist Buyer in investigating and remedying any Incident and any related inquiry or claim; and (c) provide Buyer with reasonable assurance that Badger Meter has corrected all circumstances under Badger Meter’s control that led to the Incident.

20. Returns. No Goods may be returned for credit or repair without a Returned Material Authorization (RMA) issued by Badger Meter. Badger Meter reserves the right to reject return if Buyer does not get prior authorization and RMA. Authorized return shipments must be returned in original packaging and in good condition to Badger Meter’s designated receiving point, must be accompanied by a packing slip, including Badger Meter’s RMA number, and must have transportation charges prepaid. NO RETURNS ACCEPTED WITHOUT PRIOR

BADGER METER AUTHORIZATION EVIDENCED BY A VISIBLE RMA NUMBER ON THE OUTSIDE OF THE PACKAGE. If returned Goods are severely damaged in shipping, based on poor packing, they may not be eligible for credit. Correspondence concerning all returned Goods must be addressed to the appropriate Badger Meter office and party. Badger Meter reserves the right to deduct an adequate service charge to cover all inspection, testing and handling from any credit, plus freight, insurance, packing, import and export costs. Unused or uninstalled product returns received prior to 90 days after invoice date are eligible to be credited back to the customer with Badger Meter approval. Only current versions of other products are eligible to be credited back to the customer. Badger Meter reserves the right to charge a restocking fee.

21. Assignment. This Agreement may not be assigned by either party without the written consent of the other (which consent shall not be unreasonably withheld). However, consent will not be required for internal transfers and assignments of Badger Meter, its subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganization.

22. Governing Law and Dispute Resolution. This Agreement shall be deemed as made and accepted in California, USA. This Agreement and all disputes hereunder shall be governed by, resolved and construed under the internal laws of the State of Wisconsin without regard to rules relating to conflict of laws. Neither this Agreement nor sales hereunder shall be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Upon expiration or termination of this Agreement for any reason, Badger Meter shall have all of the rights and remedies provided by law, including, without limitation, the rights of a secured party under Chapter 409, Wisconsin Statutes or any successor statute or similar statute in the jurisdiction where Buyer is located or stores the Goods.

VENUE FOR ANY SUIT OR ACTION RELATING TO OR ARISING OUT OF ANY GOODS PURCHASED

FROM OR SERVICES PERFORMED BY BADGER METER SHALL LIE EXCLUSIVELY IN THE STATE

OR FEDERAL COURTS LOCATED INSTANISLAUS COUNTY, MODESTO, USA, AND BUYER

CONSENTS TO THE JURISDICTION OF SUCH COURTS AND AGREES TO APPEAR IN ANY SUCH ACTION UPON WRITTEN NOTICE THEREOF.

23. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. Non-Waiver. Failure or delay of Badger Meter to exercise a right or power under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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19 | P a g e

25. Government Contracts. If the provision of Goods by Badger Meter under accepted orders is subject to mandatory provisions of U.S. law concerning contracts or subcontracts with or for the benefit of the U.S. or any state or other national government, Buyer shall so notify Badger Meter in advance of order acceptance specifying the mandatory provisions of U.S, state or other national government law which apply.

26. Cumulative Remedies. Badger Meter’s rights and remedies under the Agreement are cumulative and in addition to all other rights and remedies available to Badger Meter at law or in equity.

27. Relationship of Parties. Buyer and Badger Meter are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
(Ver. INC-SN-02374-EN-04 11 08/2020)
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #5..
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BY: ________________________________________ BY: ________________________________________ VENDOR –

NAME/TITLE -DATE
CITY OF MODESTO –

PURCHASING DIVISION -DATE
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E Pamela Stokke-Ceci
Assistant General Counsel
5/13/2021
Purchasing Manager
5/13/2021
Cynthia Kline
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1 FIRST AMENDMENT TO AGREEMENT

FOR BADGER WATER METERS, AUTOMATED READERS, AND RELATED PARTS

WITH BADGER METER, INC
This FIRST AMENDMENT to the AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of ____, 2022, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and BADGER METER, INC, hereinafter collectively referred to as CONTRACTOR.

This FIRST AMENDMENT to the AGREEMENT is made with reference to the following recitals:

A. An AGREEMENT, hereinafter referred to as AGREEMENT was entered into by and between CITY and CONTRACTOR on the 7TH day of JUNE, 2021 to provide Badger water meters, automated readers and related parts
B. CITY and CONTRACTOR desire to amend the AGREEMENT by increasing the previously approved annual amount from $600,880 to $1,500,880 for Badger water meters, automated readers and related parts identified in the AGREEMENT, and increasing the total not to exceed amount over five years from $3,059,022 to $7,504,000.

C. CITY and CONTRACTOR now desire to memorialize the change to the terms of the AGREEMENT with this FIRST AMENDMENT.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. The second paragraph of the AGREEMENT shall be amended to include the following:
“Total amount not to exceed $7,504,400 over five years.”

2. Except as modified and amended by this FIRST AMENDMENT to the AGREEMENT, all other provisions of the Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has #5..
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2 authorized the execution of this First Amendment to the Agreement by its City Manager and attested by its City Clerk under authority of Resolution No.__________, adopted by the Council of the City of Modesto on the ____ day of _____________, 2022, and Badger Meter Inc. has caused this First Amendment to the Agreement to be duly executed.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 28, 2022
Date: February 7, 2022
TO: Finance Committee
Dave Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
Bill Sandhu, Public Works Director
SUBJECT: Kenworth Cab and Chassis Truck with Slurry Tank for Public Works Department CONTACT: Cynthia Kline, Purchasing Manager, 209-577-5412, [email protected] DESCRIPTION:

Consider approving the competitive bidding process from Sourcewell (formerly National Joint Powers Alliance) with Kenworth Truck Company under authorized dealer with NorCal KenworthBay Area, San Leandro, CA, for a Kenworth Cab and Chassis Truck for a total amount not to exceed $148,510; and approving the competitive bidding process from BuyBoard Cooperative Purchasing with Cooper Equipment, Company, San Antonio, TX, for a Slurry Tank for a total amount not to exceed $279,034 and forwarding to Council for approval. (Funding Source:

Surface Transportation Fund)
STRATEGIC PLAN ELEMENT:

These items support the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts and Goal H: Achieve Financial Sustainability.

BACKGROUND:

The City of Modesto Streets Division currently has one 2016 Road Saver Slurry Truck. This truck was purchased in 2016 to start a new street preservation program in which it distributes Type II Slurry to add longevity to the life of the road (approximately 5-7 years). The Streets Division established a preventative maintenance program which included the use of this slurry seal truck. Since that time, the Streets Division has achieved over 100 lanes miles slurred per year. This year, Senate Bill 1 funding came through to add an additional slurry seal crew and purchase an additional truck to the City of Modesto. This particular truck has worked very effectively and for safety reasons, the City is looking to purchase a similar truck. These trucks #6..
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will be used in tandem to support this effort and significantly more efficient and safer to the operators and general public to have the same model truck.

Throughout the fiscal year, new vehicles need to be added to the City’s Fleet inventory due to the operational needs of City departments. When these vehicles are added to the fleet, they are also added to the Fleet Replacement list to prepare for future replacement.

RFB Vehicle
#
Description Dept. Year of
Vehicle
Meter Repair
Cost
RFB 2122-54
Source well
NEW
ADD
Cab and Chassis Truck PW–Street
Division

N/A N/A N/A
RFB 2122-53
BuyBoard
NEW
ADD
Slurry Tank PW–Street
Division

N/A N/A N/A
This vehicle is needed to support the City-wide preventative maintenance program.

DISCUSSION:

RFB 2122-54 – Kenworth Cab and Chassis Truck
In April 2020, Sourcewell issued Request for Proposals (RFP) #060920-KTC for Class 4-8 Chassis with Related Equipment, Accessories & Service, on the Sourcewell website1, the Onvia website 2, PublicPurchase.com website3, DJC, The State Media Company, Deseret News, USA Today and the New York State Contract Reporter. The RFP was also advertised and distributed to seventy-seven (77) vendors. On June 9, 2020, proposals were formally opened at the Sourcewell offices. Twenty-five (25) proposals were received and based on the Sourcewell Proposal Review Committee and criteria outlined in the RFP#0609204, nine (9) contracts were awarded5 for Class 4-8 Chassis with Related Equipment, Accessories & Service.

Sourcewell’s analysts streamline the procurement process by developing RFP’s for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows Sourcewell to offer exceptional products from nationally acclaimed vendors. The Purchasing Division recommends utilizing the existing competitively bid contract with NorCal Kenworth-Bay Area, San Leandro, CA, for a Kenworth Cab and Chassis Truck for a total amount not to exceed $148,510.

RFB 2122-53 – Slurry Tank
In January 2019, BuyBoard Cooperative Agreement issued Request for Proposals (RFP) #597- 19 for Construction, Road and Bridge, Ditching, Trenching, Utility & Other Equipment. On April 11, 2019, proposals were formally opened at the BuyBoard offices. Sixty-five (65) proposals were received and based on the BuyBoard Proposal Review process and criteria outlines in the RFP#597-196,fifty-eight (58) contracts were awarded7 for Construction, Road and Bridge, Ditching, Trenching, Utility & Other Equipment.
1 www.sourcewll-mn.gov
2 www.onvia.com
3 www.PublicPurchase.com
4 Conformance to Terms/Conditions to Include Documentation, Pricing, Financial, Industry and Marketplace Successes, Bidder’s Ability to Sell/Service Contract Nationally, Bidder’s Marketing Plan, Value Added Attributes, Warranty Coverages and Information, and Selection and Variety of Products and Services Offered 5 DJC, The State Media Company, Deseret News, USA Today and New York State Contract Reporter 6 Autocar, Certified Stainless, Crane Carrier, Kenworth, Lion Buses, National Auto Fleet, Navistar and Peterbilt #6..
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The BuyBoard program streamlines the procurement process by developing RFP’s for State competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows BuyBoard to offer exceptional products from state acclaimed vendors. The Purchasing Division recommends utilizing the existing competitively bid contract with Cooper Equipment, Company, San Antonio, TX, for a Slurry Tank for a total amount not to exceed $279,034.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

FISCAL IMPACT:

Sufficient funds for the one Kenworth Cab and Chassis Truck and Slurry Tank are budgeted in Fiscal Year 21-22 in the Surface Transportation Fund – Street Maintenance cost center. As part of the Fiscal Year 21-22 budget adoption, an adjustment was approved for a new slurry truck in the amount of $218,980. The remaining $208,564 for the purchase will be absorbed with savings in the street maintenance cost center budget as a result of savings from new positions hired later than anticipated in the fiscal year. The purchase of the slurry truck and tank are eligible to use Senate Bill 1 – Road Maintenance Rehabilitation Account funds which are also projected to come in $336,090 higher than originally budgeted for Fiscal Year 21-22.

Approved by:

DeAnna Christensen, Director of Finance
Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
Attachments:

1. Sourcewell Quote

2. Kenworth Truck Contract
7 Conformance to Terms/Conditions to Include Documentation, Pricing, Financial, Industry and Marketplace Successes, Bidder’s Ability to Sell/Service Contract Nationally, Bidder’s Marketing Plan, Value Added Attributes, Warranty Coverages and Information, and Selection and Variety of Products and Services Offered #6..
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3. BuyBoard Quote

4. Cost Abstract for BuyBoard
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060920-KTC
Rev. 2/2020 1
Solicitation Number: RFP #060920

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Kenworth Truck Company, Division of PACCAR Inc., 10630 N.E. 38th Place, Kirkland, WA 98033 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell’s cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires August 1, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor’s Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in

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Vendor’s product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity’s site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship pursuant to the express vehicle warranty and extended warranties provided with all Vendor’s vehicles. Vendor does not warrant or accept responsibility or liability for any parts separately warrantied, for example, body installations, or engines not manufactured by Vendor (which carry a separate manufacturer’s warranty). In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor’s dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the Vendor’s warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor’s authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract. This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor’s responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor’s Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity’s total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity’s requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

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060920-KTC
Rev. 2/2020 3
Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid taxexemption certification(s). When ordering, a Participating Entity must indicate if it is a taxexempt entity.

C. HOT LIST PRICING. At any time during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator. This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
x Identify the applicable Sourcewell contract number;
x Clearly specify the requested change;
x Provide sufficient detail to justify the requested change; x Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and

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x Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS

A. PARTICIPATION. Sourcewell’s cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity’s authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor’s employees may be required to perform work at governmentowned facilities, including schools. Vendor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance,

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Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Vendor’s acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity’s order. If a performance bond is requested by a Participating Entity, Vendor’s dealer will have sole responsibility to agree to and establish the bond.

D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity’s requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s order will be determined by the Participating Entity making the purchase.

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7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:

x Maintenance and management of this Contract;
x Timely response to all Sourcewell and Participating Entity inquiries; and x Business reviews to Sourcewell and Participating Entities, if applicable.

B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:
x Customer Name (e.g., City of Staples Highway Department); x Customer Physical Street Address;
x Customer City;
x Customer State/Province;
x Customer Zip Code;
x Customer Contact Name;
x Customer Contact Email Address;
x Customer Contact Telephone Number;
x Sourcewell Assigned Entity/Participating Entity Number; x Item Purchased Description;
x Item Purchased Price;
x Sourcewell Administrative Fee Applied; and
x Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted

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price to offset the Administrative Fee.

The Vendor will submit a check payable to Sourcewell for the administrative fee amount stated in the Proposal multiplied by the total number of trucks purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewellassigned contract number in the memo and must be mailed to the address above “Attn:

Accounts Receivable.” Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor’s Authorized Representative is the person named in the Vendor’s Proposal. If Vendor’s Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their

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respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY

Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, to the extent arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

14. INDEMNIFICATION
As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims, judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:

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a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell’s relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor’s Trademarks in advertising and promotional materials for the purpose of marketing Vendor’s relationship with Sourcewell.

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively “Permitted Sublicensees”) in advertising and promotional materials for the purpose of marketing the Parties’ relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use; Quality Control.
a. Sourcewell must not alter Vendor’s Trademarks from the form provided by Vendor and must comply with Vendor’s removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell’s Trademarks from the form provided by Sourcewell and must comply with Sourcewell’s removal requests as to specific uses of its trademarks or logos.
c. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party’s Trademarks only in good faith and in a dignified manner consistent with such party’s use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party’s name or logo (excepting Sourcewell’s pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell’s written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

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D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

16. GOVERNING LAW, JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

17. FORCE MAJEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

18. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management. The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

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1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:
x Exercise any remedy provided by law or equity, or
x Terminate the Contract or any portion thereof, including any orders issued against the Contract.

20. INSURANCE

A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an “AM BEST” rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers’ Compensation and Employer’s Liability.

Workers’ Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (“ISO”) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

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3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor’s professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000 – annual aggregate

6. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor’s security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data – including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include

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there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days’ prior written notice to the Vendor.

Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. Intentionally Omitted.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or selfinsurance in accordance with Vendor’s risk management practices.

21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian

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government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to “federal” should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Vendor’s Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference. If required to file compliance reports, Vendor will provide AAP and EEO1 reports only.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by nonfederal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work

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Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT (42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

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F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor’s discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right

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also includes timely and reasonable access to Vendor’s personnel for the purpose of interview and discussion relating to such documents.

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

24. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days’ written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor’s Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Kenworth Truck Company,
Division of PACCAR Inc.

By: __________________________ By: __________________________ Jeremy Schwartz Mike Kleespies
Title: Director of Operations &
Procurement/CPO
Title: Director Medium Duty Sales
Date: ________________________ Date: ________________________ Approved:

By: __________________________
Chad Coauette
Title: Executive Director/CEO
Date: ________________________

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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4. If you need to upload more than one (1) document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one (1) document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as "Marketing Plan." Financial Strength and Stability - paccar-2019-annual financial report.pdf - Thursday May 28, 2020 16:29:19 Marketing Plan/Samples - Marketing support docs.zip - Thursday May 28, 2020 16:45:51 WMBE/MBE/SBE or Related Certificates - Women in Trucking Award.docx - Thursday May 28, 2020 16:29:38 Warranty Information - Kenworth Warranty Documents.zip - Thursday May 28, 2020 16:29:57 Pricing - Member Pricing Matrix for Kenworth Trucks.pdf - Thursday June 04, 2020 12:28:28 Additional Document - Kenworth Additional Supporting Docs.zip - Tuesday June 09, 2020 12:15:59 Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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Bid Number: RFP 060920 Vendor Name: Kenworth Truck Company, Division of PACCAR Inc.

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NAME DATE

ADDRESS TELEPHONE
PLEASE ENTER MY ORDER AS FOLLOWS:

QUANTITY YEAR MAKE MODEL # OF AXLES USED TRK #
MILEAGE LICENSE # EXPIRATION
BODY DESCRIPTION: COUNTY:

REMARKS
LEGAL OWNER:

PHYSICAL DAMAGE

CREDIT LIFE

DEPOSIT CHECK NUMBER
YEAR MAKE MODEL # OF AXLES

BODY APPRAISAL DATE
Signed
Purchaser's
Name
APPROVED Street
Address
City, State County
and Zip
Business Phone

THIS ORDER NO VALID UNLESS SIGNED AND ACCEPTED BY

THE DEALER OR AN AUTHORIZED MANAGER
Purchaser
Dealer or Authorized Representative
Your signature and subsequent acceptance by the Branch Manager creates a potential sale of this vehicle subject to your providing verifiable financing in place within 7 working days hereof.

2. I have reviewed this order and fully understand that my new unit will be equipped only with the optional equipment specifically listed on the face of this order plus all PURCHASERS CERTIFICATION standard equipment as designated by the manufacturer at time of delivery; and

1. I hereby certify that this order includes all of the terms and conditions on both the face and reverse side hereof, that this order cancels and supersedes any prior agreement and as of the date hereof comprises the complete and exclusive statement on the terms of the agreement relating to the subject matters covered hereby, and

3. I certify that I am of legal age to execute binding contracts in these state. I have read the printed matter on the front and back hereof, and agree to it as a part of this order the same as if it were printed above my signature.

TRADE ALLOWANCE AS

APPRAISED

TRADE PAYOFF

TRADE INFORMATION

MILEAGE WEIGHT
DMV FEES @

DOC FEES

FEDERAL EXCISE TAX

SALES TAX
TIRES

SUBTOTAL

UNLESS THE MANUFACTURER OR THE

DEALER HAS ISSUED SPECIFIC WARRANTY

ON THIS VEHICLE SEE THE DISCLAIMER OF

WARRANTY ON THE BACK OF THIS
CONTRACT.

TOTAL PRICE (PER UNIT)

SALES PRICE (PER UNIT)

DELIVERY DATE SERIAL NUMBER
PH:(530)222-1212 FAX:(530)722-0934

COLOR SALESPERSON

NORCAL KENWORTH-MORGAN HILL
16715 CONDIT RD. - MORGAN HILL, CA 95037
PH: (408)842-5383 FAX: (408)843-9699

NORCAL KENWORTH-ANDERSON
20769 INDUSTRY RD. - ANDERSON, CA 96007
TELEPHONE: (510)836-6100 FAX: (510)836-2270 PURCHASE ORDER TELEPHONE: (916)371-3372 FAX: (916)371-0737

NORCAL KENWORTH-BAY AREA NORCAL KENWORTH-SACRAMENTO
1755 ADAMS AVE. - SAN LEANDRO, CA 94577 707 DISPLAY WAY - SACRAMENTO CA 95838 NEW
USED
YES NO
YES NO

CHECK CREDIT CARD CASH
WEIGHT

SERIAL NUMBER

OUT OF STATE FEE
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CONTINUATION OF TERMS AND CONDITION CONSTITUTING A PART OF PURCHASE ORDER Provisions Applicable On Sale Of New Vehicles

1. PRICE REVISION: In the event the price to Dealer of the series and body type order by Purchaser is changed by the manufacturer prior to delivery to purchase, Dealer has the right to accordingly change the cash delivered price to Purchaser, provided that if Purchaser does not agree with such price change, Purchaser may cancel Purchase Order, in which event if a used vehicle has been traded-in as a part of the consideration for the vehicle purchased by Purchaser upon payment of a reasonable charge for storage and repairs (if any) or, if such tradedin vehicle has been previously sold by Dealer the amount received therefore less a selling commission of 15% and any expense (for storage, insuring, conditioning, or advertising) shall be returned to Purchaser.

2. It is understood that there is no relationship of principal and agent between the dealer and manufacturer and that the dealer is not authorized to act, or attempt to act, or represent himself, directly or by implication, as agent of the manufacturer, or in any manner assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the manufacturer.

3. There are NO WARRANTIES, express or implied, made by the Selling Dealer or the Manufacturer on the new vehicle or chassis described on the front of this order, except the most recent printed manufacturers warranty or warranties applicable to such new vehicle or chassis which are made a part of this order as of here set forth in full. A copy of such manufacturer's warranty or warranties will be furnished to the purchaser upon delivery or vehicle or chassis, and they shall be expressly, IN LIEU OF any other express or implied warranty, condition or guarantee on the new vehicle, chassis, or any part therefore, including any implied WARRANTY of MERCHANTABILITY or FITNESS and of any other obligation on the part of the manufacturer or the Selling Dealer.

4. NO WARRANTIES, express or implied, of MERCHANTABILITY or FITNESS or otherwise, are made by the Selling Dealer or the manufacturer with respect to any used vehicle or chassis described on the front or this order except such warranty, if any, as may be expresses completely in writing by the Selling Dealer or the manufacturer on this order or separate instrument delivered to the purchaser. The applicability of any such warranty shall be subject to all the terms and conditions thereon stated.

Provisions Applicable On Sale Of Either A New Or Used Vehicle

1. DISCLAIMER OF WARRANTY ON NEW OR USED VEHICLE: The dealer hereby expressly disclaims all warranties, either expressed or implied, including any implied warranty of merchantability or fitness for a particular purpose, and the dealer neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of the vehicle. 1A. NOTIFY SELLER WITHIN 20 DAYS: Purchaser shall give notice to seller of any breach of contract or breach or express of implied warranty applicable to the goods within twenty (20) days of the time he/she discovers or should have discovered the said breach or the purchaser shall be barred from any remedy for the breach. Purchaser shall thereafter return the goods to the seller, or anyone designated by the seller, within twenty (20) days after the notice of breach to allow the seller the opportunity to cure the said breach or the purchaser shall be barred from any remedy for the breach.

2. USED TRUCK "AS IS" DISCLOSURE: This Unit is being sold "AS IS". This means that if there is anything wrong with this vehicle after you accept delivery of it you, not Pacific Holding Company, are responsible for any repair.

Again you are buying this unit "AS IS". No warranty is expressed or implied, nor is Pacific Holding Company or its representatives saying that this unit is suitable for any function or task. We specifically do not warrant, guarantee, or promise that it is free of any defects whether they are known or unknown to us or apparent to you.

By signing this document you are assuring us that you have done the following:

1. Inspected the truck and found it to be as we represented it to you. All repairs that we told you we would do have been done.

2. No one in the dealership has made any promises to you that have not been met.

3. You understand this document and agree to its terms.

3. REAPPRAISAL OF THE TRADED-IN VEHICLE: If as vehicle has been traded in as a part of the consideration for the vehicle ordered by purchaser hereunder and such vehicle is not delivered to Dealer until delivery to purchaser of the vehicle purchased by purchaser, such tradedin vehicle shall be reappraised at that time and such reappraisal value shall determine the allowance made for such vehicle. In no event will the vehicle fail to comply with dealer's trade package agreement without reappraisal. If such reappraisal value is lower than the original allowance therefore shown on the face of the Purchase Order. Purchaser may, if dissatisfied therewith, cancel this Purchase Order, provided, however, that such right to cancel is exercised prior to delivery of the vehicle ordered hereunder to the purchaser and surrender of the tradedin vehicle to Dealer.

4. PURCHASER'S WARRANTY OR TITLE: Purchaser Warrants that the traded-in vehicle is his/hers property free and clear of all liens and encumbrances except as otherwise noted on the title and he/she will deliver a certificate thereto promptly.

5. FAILURE OR REFUSAL TO ACCEPT DELIVERY: Unless this Purchase Order shall have been cancelled by Purchaser under and in accordance with the provision of paragraphs "1" or "1A" above, Dealer shall have the right, upon failure or refusal of purchaser to accept delivery of the vehicle ordered to comply with the terms of this Purchase Order, to retain as liquidated damages any cash deposit made by Purchaser, and, in the event a vehicle has been traded-in as a part of the consideration for the vehicle ordered by Purchaser hereunder to sell such traded-in vehicle and reimburse himself with the proceeds of such sale for the expense specified in paragraph "1" above and for such other expenses and losses as Dealer may incur or suffer as a result of such failure or refusal by Purchaser y y , , p thereof covered by the Purchase Order where such failure to deliver or delay is due, in whole or in part, to any cause other than the negligence of Dealer
Signature______________________________________________________Date___________________________ #6..
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EQUIPMENT COMPANY
5210 N Loop 1604 E San Antonio, Tx. 78247
Phone: (210) 657-5151 Fax: (210) 657-5871
ATTN: David D. Barr
City OF Modesto Contract: #597-19
501 N. Jefferson St., Bldg. #5 [email protected]
Modesto, CA 95354 T: (209) 342-2214
1 One RoadSaver 3G-30 (RS3G) - T-1 Steel Construction (Eight Year Tank/Hopper Warranty); NO SIDE ENGINE; Traction Master Conveyor System Smart-Ops computerized electronic control system; Easy set start/stop sequencing for “1” button operation; Hydraulic Steel material diverter; Hi-capacity 16 Cubic Foot Fines Feeder; Emulsion and water tank catwalk platform; RoadSaver Emulsion delivery option "B" for high viscosity emulsions; Remote walk-around grease fittings; RoadSaver Hydraulic Premium Package; RoadSaver High Performance Water System; Emulsion Strainer; HI output alternator, Left Hand Drive. Plus all standard equipment… $ 339,703.00
$ 6,012.00
Work light system for nighttime work… $ 3,077.00
Total list price… $ 348,792.00
Buyboard 7% Discount… $ (24,415.44)
Additional Factory Concessions… $ (45,342.96)
Total Price FOB Sacramento… $ 279,033.60
-Full service and support provided by…
[Note: All Buyboard sales require the p.o. to be issued to the Buyboard contractual dealer (i.e. Cooper Equipment Co.). Send a copy to BuyBoard ([email protected])] Signed: _______________ George A. Cooper, Pres.
-Customer responsible for Kenworth T880 with 455MX engine, Allison 4500RDS transmission, 20K front axle, 46K rear with Hendrickson walking beam suspension. This quote is for body only . -Delivery approx. 10-12 weeks ARO.
-Customer responsible for any Federal/State/Local taxes applicable. 1/10/2022
Quote Valid till 2/10/22
Etnyre/Rayner RoadSaver BuyBoard Quotation
Electric tarp system…
RoadSaver RS-3G-30 unit price…
-The RoadSaver machine quoted is a new machine and carries a one year warranty for the frame, tanks and structure, engine (if applicable) and components. Two year warranty for the hydraulic pumps and motors.

Any warranties on the product sold are those by the manufacturer. The Seller, Cooper Equipment Co., hereby expressly disclaims all warranties including any implied warranty of merchantability or fitness for a particular purpose, and Cooper Equipment Co. neither assumes nor authorizes any other person to assume for it any liability in connection with the said sale. #6..
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Proposal No. 597-19
Construction, Road and Bridge, Ditching, Trenching, and Other Equipment Price
Competitive
Vendor Past
Performance
Vendor
Reputation for
Goods and
Services
Financial and
Technical
Resources
Capability of
Servicing
Cooperative
Members
Any Other
Relevant
Factor or
Requirement Total Points*
%
Proposal
Line Items
Awarded
Proposal Line Items
Awarded
Max. Points.-60 Max. Points-15 Max. Points-15 Max. Points-5 Max. Points-3 Max. Points-2 Max. Points-100 Total-99 Total-99 1 Alvin Equipment Co. 55 10 12 4 2 2 85 2% 50, 96
2 American Material Handling 57 9 12 4 3 2 87 8% 13, 19, 33, 40, 48, 55, 59, 68 3 Anderson Machinery 60 12 13 4 3 2 94 38%
2, 3, 7, 10, 21, 22, 24, 26, 28, 29, 31-34, 36, 37, 42, 43, 46, 48-52, 55, 62, 77, 84-86, 89, 92-94, 96-99 4 ASCO Equipment 58 13 13 4 1 2 91 48%
1-3, 7-9, 13, 15, 16, 21-
23, 26-28, 30, 31, 33, 35-37, 39, 42, 45, 46, 49-56, 63, 71, 76, 77, 84-86, 92-94, 96-99 5 Bane Machinery, Inc. 59 11 12 4 1 2 89 19%
2, 15, 21, 26-28, 37, 46, 49-51, 63, 67, 68, 93, 96-99
6 Bee Equipment Sales, Ltd. 60 11 13 5 2 2 93 16%
5, 6, 8, 9, 23, 27, 31, 34, 35, 48, 50, 51, 85, 93, 96, 97 7 Bergkamp, Inc. 55 1 14 4 3 2 79 0% 08 Briggs Equipment 52 12 13 4 2 2 85 14% 1, 3, 13-15, 17, 19, 26, 33, 40-42, 48, 52, 9 BTE Body Company 60 8 11 4 3 2 88 4% 57, 59, 62, 96, 97 10 Central Texas Heavy Equipment 57 10 12 5 2 2 88 28%
1, 3, 4, 13-15, 17-19, 24,
28, 33, 35, 37, 42, 48-52, 62, 63, 74, 76, 77, 87, 96, 97 11 Cimline Inc. 56 10 12 4 3 2 87 4% 6, 20, 27, 5112 Clark Eqipment Company 54 15 15 5 3 2 94 59% 1, 3-5, 8-15, 17, 19, 21-26, 30-35, 37, 41, 42, 48, 57, 59, 61, 65-72, 75-79, 81, 83, 87-91, 96-99 Vendor Name
#6..
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Proposal No. 597-19
Construction, Road and Bridge, Ditching, Trenching, and Other Equipment Price
Competitive
Vendor Past
Performance
Vendor
Reputation for
Goods and
Services
Financial and
Technical
Resources
Capability of
Servicing
Cooperative
Members
Any Other
Relevant
Factor or
Requirement Total Points*
%
Proposal
Line Items
Awarded
Proposal Line Items
Awarded
Max. Points.-60 Max. Points-15 Max. Points-15 Max. Points-5 Max. Points-3 Max. Points-2 Max. Points-100 Total-99 Total-99 13 Closner Equipment Company, Inc. 58 11 13 4 3 2 91 14% 3, 5-7, 9-12, 22, 26, 28, 29, 50, 96 14 Construction Edge Equipment, LLC. 56 15 15 5 2 2 95 18% 2, 19, 21, 23, 31, 33-35, 37, 45, 46, 48, 61, 83, 90, 91, 96, 98 15 Cooper Equipment Co. 59 12 13 4 2 2 92 17% 3-7, 9, 19, 20, 26-29, 42, 46, 48, 50, 51 16 Crafco, Inc. 60 10 12 5 3 2 92 3% 4, 20, 27, 4817 Curry Supply 55 15 15 4 3 2 94 6% 1, 14, 19, 80, 96, 97 18 Doosan Infracore North America, LLC. 58 12 13 4 3 2 92 11% 2, 8, 15, 16, 21, 23, 37, 43, 45, 46, 48, 87 19 Dynapac North America, LLC 57 11 13 5 3 2 91 8% 3, 7, 11, 26, 42, 51, 74, 77 20 E.H. Wachs 55 10 12 5 3 2 87 6% 17, 21, 39, 41, 80, 83 21 EKA 60 11 12 4 3 2 92 36%
2, 8, 10, 13, 15-19, 21, 23, 24, 28, 31, 33, 34-37, 39, 41, 42, 45, 46, 48, 69-73, 75, 78-83 22 Fecon, LLC 56 9 12 4 3 2 86 13% 8, 21, 23, 31, 32, 34, 35, 37, 39, 45, 46, 66, 90 23 H & V Equipment Services, Inc. 58 11 12 4 2 2 89 41% 2, 4-7, 12, 15-17, 19, 21, 23, 24, 28, 34, 35, 37, 39, 40, 43-46, 50, 51, 66, 74, 77, 81, 83, 85-88, 90, 91, 93, 94, 96-99 24 H&E Equipment Services 58 12 14 4 2 2 92 8% 13-15, 33, 48, 50, 51, 8525 H.D. Industries, Inc. 55 15 15 4 3 2 94 1% 27 26 Heil of Texas 55 10 11 4 3 2 85 7% 49, 80, 92, 96-99 Vendor Name
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Proposal No. 597-19
Construction, Road and Bridge, Ditching, Trenching, and Other Equipment Price
Competitive
Vendor Past
Performance
Vendor
Reputation for
Goods and
Services
Financial and
Technical
Resources
Capability of
Servicing
Cooperative
Members
Any Other
Relevant
Factor or
Requirement Total Points*
%
Proposal
Line Items
Awarded
Proposal Line Items
Awarded
Max. Points.-60 Max. Points-15 Max. Points-15 Max. Points-5 Max. Points-3 Max. Points-2 Max. Points-100 Total-99 Total-99 27 Holt Texas, Ltd 59 15 14 5 1 2 96 29%
1-3, 5, 7, 8, 10, 14, 15,
21-23, 26, 29-32, 34, 36, 37, 42, 43, 45, 46, 48-51, 96 28 John Deere Construction Retail Sales 59 11 12 5 3 2 92 15% 2, 8, 10, 15, 18, 21, 22,
31, 34, 36, 37, 43, 45, 46, 48
29 Kinloch Equipment and Supply, Inc. 57 12 13 5 2 2 91 9% 52-56, 62, 63, 96, 9730 Kirby-Smith Machinery 55 13 13 4 2 2 89 70% 1-3, 5-13, 15-19, 21-26, 28, 29, 32, 33, 35-39, 42, 43, 45, 46, 48-51, 59-63, 65, 66, 68, 69, 74, 76, 77, 81, 83-94, 96-99 31 Kubota Tractor Company 58 12 13 5 3 2 93 10% 8, 21, 31, 34, 35, 37, 41, 46, 48, 96 32 Landmark Equipment 56 10 11 5 2 2 86 5% 21, 34, 37, 46, 9633 Mustang Cat 60 12 13 4 1 2 92 34% 2, 3, 5-8, 10, 11, 15, 21-
24, 26, 29-37, 41-46, 50, 51, 96, 98, 99
34 New Holland Agriculture 60 12 12 4 3 2 93 7% 8, 21, 31, 33, 34, 36, 46 35 New Life Products & Equipment Company 58 15 15 5 3 2 98 3% 27, 51, 96 36 Nueces Power Equipment 55 11 11 4 2 2 85 4% 49, 50, 96, 9737 Pierce Pump Company 56 12 14 4 1 2 89 1% 4838 Power Technique North America, LLC 55 15 15 5 3 2 95 6% 1, 14, 15, 17, 24, 48 39 Powerscreen Texas, Inc. 55 10 12 4 2 2 85 8% 11, 38, 50, 65, 66, 68, 89, 96 Vendor Name
#6..
- 124 -
Proposal No. 597-19
Construction, Road and Bridge, Ditching, Trenching, and Other Equipment Price
Competitive
Vendor Past
Performance
Vendor
Reputation for
Goods and
Services
Financial and
Technical
Resources
Capability of
Servicing
Cooperative
Members
Any Other
Relevant
Factor or
Requirement Total Points*
%
Proposal
Line Items
Awarded
Proposal Line Items
Awarded
Max. Points.-60 Max. Points-15 Max. Points-15 Max. Points-5 Max. Points-3 Max. Points-2 Max. Points-100 Total-99 Total-99 40 R.B. Everett & Company 58 13 13 4 1 2 91 16%
2, 6, 15, 16, 20, 27, 37, 45, 46, 50-52, 62, 86, 87, 91, 94 41 RDO Equipment Co. 55 13 13 4 2 2 89 4% 42, 50, 51, 96 42 Romco Equipment Co., LLC 60 12 12 4 2 2 92 33%
1-3, 7, 9, 14, 15, 20, 21,
28, 28, 31, 35, 37, 42, 43, 45, 48-52, 62, 63, 89, 92-94, 96-99 43 S.D.W. Enterprises 55 15 15 4 3 2 94 1% 4144 Six and Mango Equipment, LLP 55 10 14 4 1 2 86 2% 50, 9645 Texas Municipal Equipment, LLC 59 10 12 5 3 2 91 16% 52, 54, 57-63, 80, 83-85, 96-98 46 The Hlavinka Equipment Co. 57 8 11 5 2 2 85 15%
8, 15, 16, 19, 23, 31, 33, 35, 39, 43, 45, 46, 48, 49, 96 47 TT Technologies, Inc. 56 10 12 4 3 2 87 4% 78, 79, 81, 8248 TYMCO, Inc. 55 12 13 4 3 2 89 1% 5449 Vermeer Texas - Louisiana, Inc. 55 12 12 4 2 2 87 37% 13, 21, 23, 33, 35, 38, 48-51, 65-68, 70-76, 78-81, 83-86, 89-91, 96-99 50 Wagner Equipment Co. 59 10 12 4 2 2 89 54%
1-3, 7, 8, 10, 11, 14-17,
19, 21-26, 29-46, 48-51, 63, 65, 68, 84-86, 90, 92-94, 96-99 51 Warren Cat 56 14 14 4 2 2 92 67%
2-4, 7, 8, 10, 11, 13-15, 18, 19, 21-37, 42-46, 48-58, 59, 61-66, 69, 71-77, 81, 83-86, 89, 96-99 52 Warren Power Attachments 57 9 13 4 2 2 87 3% 6, 27, 4853 Waukesha-Pearce Industries, LLC 60 12 12 5 3 2 94 2% 14, 96 Vendor Name
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Proposal No. 597-19
Construction, Road and Bridge, Ditching, Trenching, and Other Equipment Price
Competitive
Vendor Past
Performance
Vendor
Reputation for
Goods and
Services
Financial and
Technical
Resources
Capability of
Servicing
Cooperative
Members
Any Other
Relevant
Factor or
Requirement Total Points*
%
Proposal
Line Items
Awarded
Proposal Line Items
Awarded
Max. Points.-60 Max. Points-15 Max. Points-15 Max. Points-5 Max. Points-3 Max. Points-2 Max. Points-100 Total-99 Total-99 54 Wirtgen America, Inc. 56 10 13 5 3 2 89 9% 3, 7, 10, 12, 24, 26, 29, 32, 42 55 Wylie & Son, Inc. 55 15 15 4 3 2 94 3% 48, 58, 6056 Xylem Dewatering Solutions, Inc. 55 5 14 4 3 2 83 0% 057 Yellowhouse Machinery Company 59 13 13 4 2 2 93 3% 5, 6, 9 58 Zimmerer Kubota and Equipment 56 10 12 4 2 2 86 7% 19, 50, 51, 59, 90, 91, 94 *Vendor(s) must score a minimum of 85 points for award. **This proposal invitation had a total of 99 line items for vendors to propose. A detailed description of these line items are found on the Proposal Specification Report.

Price Competiveness –Each proposal is evaluated on its own merit and determined to be fair and reasonable by comparing the price/discounts that vendor offers other governmental clients. If the proposalinvitation requires discount pricing, discount practices may be examined and evaluated, in the Cooperative’s sole discretion, based on historical data, sales information, discounts granted to other governmental clients, and/or other market research techniques. This evaluation may include one or a combination of the following methods. a. Evaluation Items provided with Proposal b. Price (i.e. vehicles, school buses or sq. ft. pricing) c. Average Cost Method on price or discount %d. Select a sample representation to determine best discount/price per manufacturer/vendor catalog.Vendor Past Performance – All aspects of vendor past performance may be evaluated. For vendors that have been a BuyBoard vendor under prior contracts, factors may include, but are not limited to, consideration of the administration report for vendor sales by contract, vendor payment and collection history with the BuyBoard, any breach of contractual obligation on any active or prior Cooperative contract, and vendor’s pas ability to meet the minimum sales amount as set out in the relevant contract(s). If a vendor is on other BuyBoard contracts, but new to the proposal being evaluated, those other contracts may be used to rate vendor past performance. For new vendors with no prior history with the BuyBoard, evaluation will include contacting and reviewing the governmental references provided with the vendor’s proposal response.

Vendor Reputation for Goods and Services – Evaluation of vendor reputation may include any information contained in the proposal or otherwise available to the Cooperative regarding vendor’s reputation. For current or past BuyBoard vendors, factors may include the administration report of vendor sales by contract and the purchase order count information, as well as any other information reported to BuyBoard during the contract term(s) (e.g. member-reported issues) or otherwise. For new vendors, factors considered may include the governmental references provided with the proposal response and any other known information affecting reputation. Financial and Technical Resources – Vendors may be evaluated based on any available information regarding vendor’s financial and technical resources. This includes, but is not limited to, the responses provided on the Proposal Invitation Questionnaire. Capability of Servicing Cooperative Members – Any factor affecting the vendor’s capability of servicing Cooperative members may be considered. This may include both the vendor’s ability to serve a multiple member regions and states and the vendor’s ability to serve member regions or states that might otherwise be unserved or underserved. Any other relevant factor or requirement listed in this Proposal Invitation – Vendors will be evaluated on any other relevant factors or requirements listed in the Proposal Invitation including the overall proposal response and information provided on specific contract requirements such as manufacturer authorization letters, licenses, or other applicable requirements.

Vendor Name
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

February 28, 2022
Date: January 31, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
Bill Sandhu, Public Works Director
SUBJECT: Reissuing Bids for RFB No. 1819-49RB and RFB 1920-83 CONTACT: Cynthia Kline, Purchasing Manager, [email protected], (209) 577-5412 DESCRIPTION:

Consider reissuing new bids for Request for Bid (RFB) No. 1819-49RB for Seven (7) Stake Side Dump Trucks and RFB 1920-83 for One-Ton Utility Truck and authorizing staff to reissue the RFB’s at a future date when approved by the City Manager, and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

RFB 1819-49RB for Nine (9) Stake Side Dump Trucks
The Public Works Forestry and Parks, Recreation and Neighborhood Operations require a stake side dump truck to handle daily operations for the disposal of tree maintenance relate debris and garbage. These vehicles are evaluated based on their age, condition mileage and maintenance cost which is summarized below. #7..
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Finance Committee, February 28, 2022
Reissuing Bids for RFB No. 1819-49RB and RFB 1920-83

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Finance CommitteeFebruary 28, 2022

Finance Committee
February 28, 2022